8-K 1 g64428e8-k.txt WEBMD CORPORATION 1 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 28, 2000 ------------------------------------------------------ Date of Report (Date of earliest event reported) WEBMD CORPORATION ------------------------------------------------------------ (Exact name of registrant as specified in its charter)

~~Exhibit~~DELAWARE ~~Number~~0-24975 ~~Description~~94-3236644 ------------------------------- ------------------------ ~~3.1 Tenth Amended and Restated Certificate of Incorporation of the Registrant, as amended, including Certificate of Designations of the Series A Payment~~-in-~~Kind~~---------------------------------- ~~Preferred~~(State ~~Stock~~or ofother ~~the~~jurisdiction ~~Registrant and Certificate~~ of ~~Designations~~(Commission ofFile ~~the~~Number) ~~Series B Convertible Redeemable Preferred Stock of the Registrant 3~~(I.2R.S. ~~Amended~~Employer ~~and~~Identification ~~Restated Bylaws of the Registrant 99~~No.1) ~~Press release dated September 12, 2000, titled "WebMD Announces Completion of Medical Manager, CareInsite, and OnHealth Network Transactions"~~incorporation)

400 THE LENOX BUILDING 3399 PEACHTREE ROAD NE ATLANTA, GEORGIA 30326 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (404) 495-7600 ------------------------------------------------------------ (Registrant's telephone number, including area code) ------------------------------------------------------------ (Former name or address, if changed since last report) 2 ITEM 5. OTHER EVENTS Attached hereto as Exhibit 99.1 and incorporated by reference herein is the announcement by the Registrant of the approval of an integration plan, as presented in the press release dated September 28, 2000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit is filed herewith: 99.1 Press Release issued by WebMD Corporation dated September 28, 2000. 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, WebMD Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WEBMD CORPORATION Dated: September 28, 2000 By: /s/ L. Scott Askins --------------------- L. Scott Askins Assistant General Counsel 3 4 EXHIBIT INDEX 99.1 Press Release issued by WebMD Corporation dated September 28, 2000. 4

Exhibit No. Exhibit ----------- ------- 3.1 Tenth Amended and Restated Certificate of Incorporation of the Registrant, as amended, including Certificate of Designations of the Series A Payment-in-Kind Preferred Stock of the Registrant and Certificate of Designations of the Series B Convertible Redeemable Preferred Stock of the Registrant 3.2 Amended and Restated Bylaws of the Registrant 99.1 Press release dated September 12, 2000, titled "WebMD Announces Completion of Medical Manager, CareInsite, and OnHealth Network Transactions"

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