Attached files
file | filename |
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EX-99.1 - EX-99.1 - WebMD Health Corp. | g26823exv99w1.htm |
EX-99.2 - EX-99.2 - WebMD Health Corp. | g26823exv99w2.htm |
EX-99.3 - EX-99.3 - WebMD Health Corp. | g26823exv99w3.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 12, 2011
Date of Report (Date of earliest event reported)
WEBMD HEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware | 0-51547 | 20-2783228 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
111 Eighth Avenue
New York, New York 10011
New York, New York 10011
(Address of principal executive offices, including zip code)
(212) 624-3700
(Registrants 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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition. | ||||||||
Item 9.01. Financial Statements and Exhibits. | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 |
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Item 2.02. Results of Operations and Financial Condition.
On April 12, 2011, WebMD Health Corp. issued a press release announcing that it expects that
its results for the quarter ended March 31, 2011 will exceed First Call consensus analyst
estimates. A copy of that press release is attached as Exhibit 99.1. In that press release, WebMD
also reaffirmed the guidance for calendar year 2011 that it had provided on February 23, 2011,
adjusted only for the effects on income from continuing operations and income from continuing
operations per share resulting from WebMDs previously reported issuance of its 2.25% Convertible
Notes due 2016 in March 2011. Exhibit 99.2 to this Current Report is a Financial Guidance Summary
attached to the press release that updates the previous guidance for the effects of such issuance.
Exhibit 99.3 to this Current Report contains an Annex to the press release entitled Explanation of
Non-GAAP Financial Measures.
The
information contained in this Item 2.02 and Exhibits 99.1, 99.2 and 99.3 to this Current Report are being furnished and shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), nor shall any of such information or those exhibits be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. The following exhibits are furnished herewith: |
Exhibit | ||
Number | Description | |
99.1
|
Press Release, dated April 12, 2011, regarding expected results for the quarter ended March 31, 2011 | |
99.2
|
Financial Guidance Summary accompanying Exhibit 99.1 | |
99.3
|
Annex A to Exhibits 99.1 and 99.2 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WEBMD HEALTH CORP. |
||||
Dated: April 12, 2011 | By: | /s/ Lewis H. Leicher | ||
Lewis H. Leicher | ||||
Senior Vice President | ||||
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