Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 679 3.78M
Business-Combination Transaction
2: EX-5.1 Form of Opinion 1 10K
3: EX-8.1 Tax Opinion 2 15K
4: EX-8.2 Tax Opinion 2 11K
5: EX-8.3 Tax Opinion 2 14K
6: EX-8.4 Tax Opinion 3 17K
7: EX-8.5 Tax Opinion of Alston & Bird, LLP 3 17K
8: EX-10.33 Agreement With Microsoft Corporation 14 82K
9: EX-10.34 Distribution and Cross Promotion Agreement 35 189K
10: EX-10.35 McKessonhboc Agreement 14 68K
11: EX-23.1 Consent of Ernst & Young LLP 1 9K
20: EX-23.10 Letter to SEC From Berg & Company LLP 1 10K
21: EX-23.12 Consent of Deloitte & Touche LLP 1 10K
12: EX-23.2 Consent of Deloitte & Touche LLP 1 10K
13: EX-23.3 Consent of Ernst & Young LLP 1 9K
14: EX-23.4 Consent of Deloitte & Touche LLP 1 9K
15: EX-23.5 Consent of Pricewaterhousecoopers LLP 1 9K
16: EX-23.6 Consent of Berg & Company LLP 1 9K
17: EX-23.7 Consent of Kpmg LLP 1 10K
18: EX-23.8 Consent of Deloitte & Touche LLP 1 9K
19: EX-23.9 Consent of Kpmg LLP 1 10K
22: EX-99.1 Healtheon Corporation Proxy Card 2 14K
23: EX-99.2 Webmd, Inc. 2 14K
24: EX-99.3 Mede America Corporation Proxy Card 2 13K
25: EX-99.4 Greenberg News Networks, Inc. Proxy Card 2 13K
EX-99.2 — Webmd, Inc.
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EXHIBIT 99.2
PROXY
WEBMD, INC.
400 THE LENOX BUILDING, 3399 PEACHTREE ROAD NE., ATLANTA, GEORGIA 30326
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WEBMD, INC.
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD__________________, 1999
The undersigned holder of common stock of WEBMD, INC. hereby appoints
_____________________ and _____________________ as proxies, for the undersigned
with full power of substitution, to represent and to vote as specified in this
Proxy all capital stock of WEBMD, INC. that the undersigned stockholder would be
entitled to vote if personally present at the Special Meeting of Shareholders to
be held on __________________, __________, 1999 at _______ a.m. local time, at
the offices of WEBMD, INC., 400 The Lennox Building, 3399 Peachtree Road NE,
Atlanta, Georgia 30326 and at any adjournments or postponements of the Special
Meeting. The undersigned shareholder hereby revokes any proxy or proxies
heretofore executed for such matters.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS SET FORTH
ON THE REVERSE SIDE, AND IN ACCORDANCE WITH THE DETERMINATION OF THE BOARD OF
DIRECTORS AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. THE
UNDERSIGNED STOCKHOLDER MAY REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY
DELIVERING TO THE CORPORATE SECRETARY OF WEBMD, INC. EITHER A WRITTEN REVOCATION
OF THE PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING AT
THE SPECIAL MEETING AND VOTING IN PERSON.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS SET
FORTH ON THE REVERSE SIDE. TO VOTE AT THE SPECIAL MEETING IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF WEBMD, INC., YOU MAY SIGN AND DATE
THE REVERSE SIDE OF THIS CARD WITHOUT CHECKING ANY BOX.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN AND RETURN
ALL CARDS IN THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
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PLEASE MARK
VOTING AS [X]
IN THIS
EXAMPLE
1. To approve and adopt a FOR AGAINST ABSTAIN 2. To approve the acceleration FOR AGAINST ABSTAIN
merger agreement with of vesting provisions in stock
Healtheon Corporation and options held by some WEBMD
approve a merger that will [ ] [ ] [ ] employees upon completion [ ] [ ] [ ]
cause WEBMD to become a whole of the merger.
owned subsidiary of Healtheon.
In their discretion, the proxies are authorized to
vote upon such other business as may properly
come before the Special Meeting.
The undersigned acknowledges receipt of the
accompanying Notice of Special Meeting of
Stockholders and Proxy Statement.
Signature(s): ____________________________________ Date: _________________, 1999
Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When the shares are held as
joint-tenants, both should sign. When signing as an executor, administrator,
trustee, guardian, attorney-in-fact or other fiduciary, please give full title
as such. When signing as a corporation, please sign in full corporate name by
President or other authorized officer. When signing as a partnership, please
sign in partnership name by an authorized person.
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