UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 3, 2008
Date of Report (Date of earliest event reported)
HLTH CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-24975
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94-3236644 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement |
On June 3, 2008, SNTC Holding, Inc. (the “Seller”), which is a wholly owned subsidiary of HLTH
Corporation, and General Dynamics Information Technology, Inc. (the “Purchaser”), which is a wholly
owned subsidiary of General Dynamics Corporation (“GDC”), entered into a Stock Purchase Agreement
providing for the sale of HLTH’s ViPS segment to the Purchaser. A copy of the press release
announcing the entry into the Stock Purchase Agreement is filed as Exhibit 99.1 to this Current
Report and is incorporated herein by reference.
Under the Stock Purchase Agreement, the Purchaser is acquiring all of the outstanding capital
stock of VIPS, Inc. for $225 million in cash, subject to customary adjustment based on the amount
of ViPS’s working capital at the time the sale is completed. Completion of the transaction is
subject to customary closing conditions, including the expiration or termination of the waiting
period under the Hart-Scott-Rodino Act.
The Stock Purchase Agreement contains customary representations and warranties regarding ViPS
and customary covenants that the parties made to each other, including, among others, covenants by
the Seller related to the conduct of the ViPS business between the signing of the Stock Purchase
Agreement and completion of the sale. A copy of the Stock Purchase Agreement will be
filed as Exhibit 2.1 to this Current Report by an amendment to this Current Report.
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As previously disclosed, completion of the sale of ViPS would satisfy one of the conditions to
completing the pending merger (the “Merger”) of HLTH with WebMD Health Corp. (“WHC”). In February
2008, HLTH and WHC announced the Merger and HLTH announced its intention to divest the ViPS and
Porex segments. The financial information of HLTH’s ViPS and Porex segments were
presented as discontinued operations in the consolidated financial statements of HLTH included in
the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.
Additional Information About the Proposed Merger and Where to Find It:
In connection with the proposed Merger, HLTH and WHC expect to file, with the SEC, a proxy
statement/prospectus as part of a registration statement regarding the proposed transaction.
Investors and security holders are urged to read the proxy statement/prospectus because it will
contain important information about HLTH and WHC and the proposed transaction. Investors and
security holders may obtain a free copy of the definitive proxy statement/prospectus and other
documents when filed by HLTH and WHC with the SEC at www.sec.gov or www.hlth.com or www.wbmd.com.
Investors and security holders are urged to read the proxy statement/prospectus and other relevant
material when they become available before making any voting or investment decisions with respect
to the Merger.
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Participants in the Merger
HLTH, WHC, their directors and certain of their executive officers may be considered
participants in the solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of HLTH and WHC and their respective
interests in the proposed transactions will be set forth or incorporated by reference in the proxy
statement/prospectus that HLTH and WHC will file with the SEC in connection with the proposed
transaction. Information about the directors and executive officers of HLTH is available in Item 10
of HLTH’s Annual Report on Form 10-K for the Year Ended December 31, 2007, included in an Amendment
to that Form 1-K filed with the SEC on April 29, 2008. Information about the directors and
executive officers of WHC is available in Item 10 of WHC’s Annual Report on Form 10-K for the Year
Ended December 31, 2007, included in an Amendment to that Form 10-K filed with the SEC on April 29,
2008. Investors may obtain additional information regarding the interests of such participants by
reading the proxy statement/prospectus when it becomes available.
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| Item 9.01. |
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Financial Statements and Exhibits |
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Exhibits. The following exhibits are filed herewith: |
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Description |
2.1*
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Stock Purchase Agreement, dated as of June 3, 2008, between SNTC Holding, Inc.
and General Dynamics Information Technology, Inc. |
99.1
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Press Release, dated June 3, 2008, regarding the sale of ViPS and related matters |
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To be filed by amendment. Exhibits and schedules to Exhibit 2.1
will be omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.
The Registrant will furnish copies of any of the omitted exhibits and schedules
to the Securities and Exchange Commission upon request. |
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