SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(AMENDMENT NO. 3)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

HLTH CORPORATION

(Name of Subject Company (Issuer))

HLTH CORPORATION (Issuer)

(Name of Filing Persons (Issuer and Offeror))

Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)

40422Y101
(CUSIP Number of Class of Securities)

CHARLES A. MELE, ESQ.
HLTH CORPORATION
669 RIVER DRIVE, CENTER 2
ELMWOOD PARK, NEW JERSEY 07407-1361
(201) 703-3400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)

Copy To:

STEVEN L. GROSSMAN, ESQ.
LOREN J. WEBER, ESQ.
O’MELVENY & MYERS LLP
1999 AVENUE OF THE STARS, 7TH FLOOR
LOS ANGELES, CALIFORNIA 90067

CALCULATION OF FILING FEE

Transaction Valuation(1)		Amount of Filing Fee(2)
$704,000,000		$27,667.20

þ		Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $27,667.20		Filing Party: HLTH Corporation
Form or Registration No.: Schedule TO		Date Filed: October 27, 2008

o		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

 

INTRODUCTION

     This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on October 27, 2008, as amended and supplemented by Amendments No. 1 and No. 2 to the Tender Offer Statement on Schedule TO filed with the Commission on November 10, 2008 and November 13, 2008, respectively (collectively, the “Schedule TO”), relating to the offer (the “Offer”) by HLTH Corporation, a Delaware corporation (the “Company”), to purchase up to 80,000,000 shares of its common stock, par value $0.0001 per share, at a price of $8.80 per share, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 27, 2008, as amended through the date hereof (as amended, the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase. This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended.

ITEM 11.		ADDITIONAL INFORMATION.

The information set forth in Item 11(a) is hereby amended and supplemented by inserting at the end thereof the following:

On November 26, 2008, the Company issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on Tuesday, November 25, 2008. A copy of the press release is filed as Exhibit (a)(1)(P) to this Schedule TO and is incorporated herein by reference.

ITEM 12.		EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(1)(P)     Press Release dated November 26, 2008.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 26, 2008

EXHIBIT INDEX

(a)(1)(A)*		Offer to Purchase dated October 27, 2008.
(a)(1)(B)*		Letter of Transmittal.
(a)(1)(C)*		Notice of Guaranteed Delivery.
(a)(1)(D)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)*		Press Release dated October 27, 2008.
(a)(1)(H)*		Summary Advertisement.
(a)(1)(I)*		Letter to Stockholders.
(a)(1)(J)*		Letter to Participants in the HLTH 401(k) Savings and Employee Stock Ownership Plan.
(a)(1)(K)*		Letter to Participants in the Porex Corporation 401(k) Savings Plan.
(a)(1)(L)*		Letter to Participants in the Emdeon Business Services 401(k) Savings Plan.
(a)(1)(M)*		Letter to Vested Stock Option Holders.
(a)(1)(N)*		Email communication to Employees.
(a)(1)(O)**		Press Release dated November 13, 2008.
(a)(1)(P)***		Press Release dated November 26, 2008.
(a)(5)(A)*		Risk Factors.
(b)		Not Applicable.
(d)(1)		HLTH Corporation 2001 Employee Non-Qualified Stock Option Plan, as amended (incorporated by reference to Exhibit 10.46 to the Company’s Form 10-K for the year ended December 31, 2001, as amended by Amendment No. 1 on Form 10-K/A).
(d)(2)		HLTH Corporation 1996 Stock Plan, as amended and Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (No. 333-70553) filed February 10, 1999).
(d)(3)		HLTH Corporation 2000 Long-Term Incentive Plan, as amended (incorporated by reference to Annex E to the Proxy Statement/Prospectus, filed on August 14, 2006, and included in the Company’s Registration Statement on Form S-4 (No. 333-39592)).
(d)(4)		HLTH Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
(g)		Not Applicable.
(h)		Not Applicable.