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

September 9, 2014

Date of Report (Date of earliest event reported)

 

 

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35337   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

(Address of principal executive offices, including zip code)

(212) 624-3700

(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):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events

On September 10, 2014, WebMD Health Corp. issued a press release announcing the preliminary results of its tender offer for WebMD common stock, which expired at 5:00 P.M., New York City time, on September 9, 2014. A copy of the press release is filed as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

 

Exhibit

Number

   Description
99.1    Press Release, dated September 10, 2014, regarding the preliminary results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 2, filed on September 10, 2014, to the Schedule TO originally filed by the Registrant on August 11, 2014)

 

2


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: September 10, 2014

    By:  

/s/ Lewis H. Leicher

      Lewis H. Leicher
      Senior Vice President

 

3


EXHIBIT INDEX

 

Exhibit

Number

   Description
99.1    Press Release, dated September 10, 2014, regarding the preliminary results of the Registrant’s tender offer for its common stock (incorporated by reference to Exhibit (a)(1)(K) to Amendment No. 2, filed on September 10, 2014, to the Schedule TO originally filed by the Registrant on August 11, 2014)