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
July 2, 2009
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.)
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669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(Address of principal executive
offices, including zip code)
(201) 703-3400
(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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FORWARD-LOOKING
STATEMENTS
This Current Report on
Form 8-K
contains both historical and forward-looking statements. All
statements, other than statements of historical fact, are or may
be, forward-looking statements. For example, statements
concerning projections, predictions, expectations, estimates or
forecasts and statements that describe our objectives, future
performance, plans or goals are, or may be, forward-looking
statements. These forward-looking statements reflect
management’s current expectations concerning future results
and events and can generally be identified by the use of
expressions such as “may,” “will,”
“should,” “could,” “would,”
“likely,” “predict,” “potential,”
“continue,” “future,” “estimate,”
“believe,” “expect,” “anticipate,”
“intend,” “plan,” “foresee,” and
other similar words or phrases, as well as statements in the
future tense. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be different
from any future results, performance and achievements expressed
or implied by these statements. The following important risks
and uncertainties could affect our future results, causing those
results to differ materially from those expressed in our
forward-looking statements: the failure to achieve sufficient
levels of usage of www.webmd.com and our other public portals;
failure to achieve sufficient levels of usage and market
acceptance of new or updated products and services; difficulties
in forming and maintaining relationships with customers and
strategic partners; the inability to successfully deploy new or
updated applications or services; the anticipated benefits from
acquisitions not being fully realized or not being realized
within the expected time frames; the inability to attract and
retain qualified personnel; adverse economic conditions and
disruptions in the capital markets; general business or
regulatory conditions affecting the healthcare, information
technology, Internet and plastics industries being less
favorable than expected; and the Risk Factors described in
Exhibit 99.4 to this Current Report. These factors are not
necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of our
forward-looking statements. Other factors, including unknown or
unpredictable ones, could also have material adverse effects on
our future results. In addition, there can be no assurances
regarding: whether HLTH Corporation and WebMD Health Corp. will
be able to complete the Pending HLTH/WebMD Merger (as defined in
Item 8.01 below) or as to the timing of such transaction;
or whether HLTH will be able to complete the potential sale of
Porex or as to the timing or terms of such transaction. Except
as required by law or regulation, we do not undertake any
obligation to update any forward-looking statements to reflect
subsequent events or circumstances.
* * * *
In March 2009, HLTH Corporation (the “Company”)
decided to divest the Company’s Little Blue Book print
directory business (referred to below as “LBB”), which
had been part of the Publishing and Other Services segment of
its majority owned subsidiary, WebMD Health Corp.
(“WebMD”). In connection with the Registration
Statement on
Form S-4
that WebMD intends to file relating to the proposed merger of
the Company and WebMD announced on June 18, 2009 (the
“Pending HLTH/WebMD Merger”), certain
reclassifications and the application of new accounting
pronouncements described below, including reflecting LBB as
discontinued operations, are required to be made, on a
retrospective basis, with respect to the previously issued
financial statements included in the Company’s Annual
Report on
Form 10-K
for the year ended December 31, 2008 (the “2008
Form 10-K”).
Accordingly, the Company has filed this Current Report on
Form 8-K
in order to provide, in exhibits attached hereto, historical
financial statements, selected financial data and
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (“MD&A”), for the same
periods included in the 2008
Form 10-K,
reflecting the following items:
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the reclassification of LBB to discontinued operations, in
accordance with the provisions of Statement of Financial
Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”
(“SFAS 144”), the related elimination of
WebMD’s Publishing and Other Services segment and the
classification of WebMD’s remaining revenue into two
categories, public portals revenue and private portals revenue;
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the retrospective adoption of Financial Accounting Standards
Board’s Staff Position No. APB
14-1,
“Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSP APB
14-1”); and
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the retrospective adoption of Financial Accounting Standards
Board Statement No. 160, “Noncontrolling Interests in
Consolidated Financial Statements — an amendment of
ARB No. 51” (“SFAS 160”).
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The Company’s historical consolidated financial statements
included in Exhibit 99.3 to this Current Report have been
retrospectively adjusted to reflect the adoption of FSP APB
14-1 and
SFAS 160 and to reflect the reclassifications related to
LBB described above. A description of FSP APB
14-1 and
SFAS 160, and the impact of their adoption on the
historical financial statements of the Company are described in
Note 24 to the consolidated financial statements in
Exhibit 99.3 to this Current Report. The disclosures in
Ratio of Earnings to Fixed Charges in Exhibit 12.1,
Selected Financial Data in Exhibit 99.1 and in the
MD&A in Exhibit 99.2 also reflect such retrospective
adoption.
Exhibits 12.1, 99.1, 99.2 and 99.3 to this Current Report
are intended to be incorporated by reference into the Joint
Proxy Statement/Prospectus of WebMD and the Company to be
included in the
Form S-4
referred to above (or, alternatively, to be included as Annexes
thereto). While Exhibits 12.1, 99.1, 99.2 and 99.3 to this
Current Report reflect the items described above, they do not
reflect any other events occurring after February 27, 2009
(the date of the 2008
Form 10-K),
including but not limited to the Pending HLTH/WebMD Merger.
Other events occurring after February 27, 2009 have been
disclosed in other public filings made by the Company, including
Current Reports on
Form 8-K
and the Company’s Quarterly Report on
Form 10-Q
for the quarterly period ended March 31, 2009.
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Item 9.01.
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Financial
Statements and Exhibits
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(d) Exhibits. The following
exhibits are filed herewith:
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Exhibit
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Number
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Description
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12
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.1
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Ratio of Earnings to Fixed Changes
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23
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.1
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Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm
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99
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.1
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Selected Financial Data
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99
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.2
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Management’s Discussion and Analysis of Financial Condition
and Results of Operations
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99
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.3
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Consolidated Financial Statements and Supplemental Financial Data
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99
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.4
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Risk Factors
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3