Page | (sequential) | | | | (alphabetic) | Top |
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| | |
- Alternative Formats (Word, et al.)
- Accounting for Stock-Based Compensation
- Accounting treatment of the Medcast merger
- Accounting treatment of the MEDE AMERICA merger
- Accounting treatment of the WebMD merger
- Additional Matters Being Submitted to A Vote of Only Healtheon Stockholders
- Adjustment to preferred stock conversion ratios
- Affected Share Price
- Article 10 Additional Agreements
- Article 11 Conditions Precedent to Obligations to Consummate
- Article 12 Termination
- Article 13 Miscellaneous
- Article 14 Escrow; Shareholder Representative
- Article 1 Transactions and Terms of Merger
- Article 2 Terms of Merger
- Article 3 Manner of Converting Shares
- Article 4 Exchange of Shares
- Article 5 Representations and Warranties of Gnn
- Article 6 Representations and Warranties of Webmd
- Article 7 Representations and Warranties of Newco
- Article 9 Conduct of Business Pending Consummation
- Article Ii Representations and Warranties of the Company
- Article I the Merger
- Article Iv Conduct Prior to the Effective Time
- Article V Additional Agreements
- Article Vi Conditions to the Merger
- Article Viii General Provisions
- Article Vii Termination, Amendment and Waiver
- Assets
- Background of the Medcast merger
- Background of the MEDE AMERICA merger
- Background of the WebMD merger and related agreements
- Balance Sheets
- Board of Directors
- Board of Directors, The
- Closing
- Cnn
- Common Stock
- Companies, The
- Company
- Comparative historical and unaudited pro forma per share data
- Comparative per share market price data
- Comparison of Rights of Holders of Healtheon/WebMD Common Stock, WebMD Capital Stock, MEDE AMERICA Common Stock and Medcast Capital Stock
- Compensation committee interlocks and insider participation
- Completion and effectiveness of the Medcast merger
- Completion and effectiveness of the MEDE AMERICA merger
- Completion and effectiveness of the WebMD merger
- Conditions to Completion of the Medcast Merger
- Conditions to completion of the MEDE AMERICA merger
- Conditions to completion of the WebMD merger
- Conduct of Business Pending Consummation
- Conduct prior to the effective time
- Consolidated Balance Sheets
- Consolidated Statement of Convertible Redeemable Preferred Stock and Stockholders' Equity (Net Capital Deficiency)
- Consolidated Statements of Cash Flows
- Consolidated Statements of Operations
- Consolidated Statements of Shareholders' Equity
- Consolidated Statements of Stockholders' Equity (Deficit)
- Delisting and deregistration of MEDE AMERICA common stock after the MEDE AMERICA merger
- Depreciation and amortization expense
- Dissenting stockholder lawsuit
- DuPont
- Employee Benefit Plans
- Employees
- Escrow and indemnification of Healtheon/WebMD
- Escrow; Shareholder Representative
- Exchange of Medcast stock certificates for Healtheon/WebMD stock certificates
- Exchange of MEDE AMERICA stock certificates for Healtheon/WebMD stock certificates
- Exchange of WebMD stock certificates for Healtheon/WebMD stock certificates
- Exchange ratio, The
- Executive Compensation
- Exhibits
- Exhibits and Financial Statement Schedules
- Experts
- Guaranteed payments
- Healtheon
- Healtheon management's discussion and analysis of financial condition and results of operations
- Healtheon Meeting, The
- Healtheon's business
- Healtheon selected consolidated financial data
- Healtheon's management
- Healtheon's reasons for the WebMD merger
- Healtheon's related party transactions
- Healtheon stockholders' voting agreement
- Healtheon/WebMD's strategic alliances with and investments from Microsoft and other partners
- Incentive Stock Options
- Indemnification of Directors and Officers
- Independent Auditors' Report
- Information Regarding Healtheon
- Information Regarding Medcast
- Information Regarding Mede America
- Information Regarding WebMD
- Intellectual property
- Interests of directors, officers and affiliates in the Medcast merger
- Interests of directors, officers and affiliates in the MEDE AMERICA merger
- Interests of directors, officers and affiliates in the WebMD merger
- IXL
- Joint reasons for the Medcast merger
- Joint reasons for the MEDE AMERICA merger
- Joint reasons for the WebMD merger
- Legal Opinion
- Legal proceedings
- Listing on the Nasdaq National Market of Healtheon common stock to be issued in the MEDE AMERICA merger
- Listing on the Nasdaq National Market of Healtheon/WebMD common stock to be issued in the Medcast merger
- Litigation
- Lycos
- Market for Healtheon's common stock and related stockholder matters
- Material U.S. federal income tax considerations of the Medcast merger
- Material U.S. federal income tax considerations of the MEDE AMERICA merger
- Material U.S. federal income tax considerations of the WebMD merger
- McKessonHBOC Agreement
- Medcast management's discussion and analysis of financial condition and results of operations
- Medcast meeting, The
- Medcast merger agreement, The
- Medcast merger, The
- Medcast's business
- Medcast's reasons for the Medcast merger
- Medcast stockholders agreements
- Medcast voting agreements
- Mede
- Mede America Corporation
- MEDE AMERICA management's discussion and analysis of financial condition and results of operations
- Mede America Meeting, The
- MEDE AMERICA merger agreement, The
- MEDE AMERICA merger, The
- MEDE AMERICA registration rights agreement
- Mede America Related Transaction Agreements
- MEDE AMERICA's business
- MEDE AMERICA selected consolidated financial data
- MEDE AMERICA's reasons for the MEDE AMERICA merger
- MEDE AMERICA voting agreement
- Merger, The
- Microsoft
- Modification of vesting of employee stock options
- No dividends
- No Other Negotiations Involving Medcast
- No Other Negotiations Involving Mede America
- No Other Negotiations Involving Webmd
- Notes to Consolidated Financial Statements
- Notes to Financial Statements
- Operations after the Medcast merger
- Operations after the MEDE AMERICA merger
- Operations after the WebMD merger
- Opinion of Healtheon's financial advisor
- Opinion of Medcast's financial advisor
- Opinion of MEDE AMERICA's financial advisor
- Opinion of WebMD's financial advisor
- Overview
- Payment of termination fee
- Preferred Stock
- Premiere
- Promotional arrangements
- Proxies
- Proxy Statement/Prospectus
- Purchase price adjustment
- Questions and Answers for Healtheon and Webmd Stockholders
- Questions and Answers for Medcast Stockholders
- Questions and Answers for Mede America Stockholders
- Reader's Digest
- Recommendation of Healtheon's board of directors
- Recommendation of Medcast's board of directors
- Recommendation of MEDE AMERICA's board of directors
- Recommendation of WebMD's board of directors
- Regulatory filings and approvals required to complete the Medcast merger
- Regulatory filings and approvals required to complete the MEDE AMERICA merger
- Regulatory filings and approvals required to complete the WebMD merger
- Report of Ernst & Young LLP, Independent Auditors
- Report of Independent Accountants
- Report of Independent Auditors
- Representations and Warranties of GNN
- Representations and Warranties of Newco
- Representations and Warranties of Parent and Merger Sub
- Representations and Warranties of Purchaser and Merger Corp
- Representations and Warranties of the Company
- Representations and Warranties of WebMD
- Restrictions on sales of shares by affiliates of Medcast and Healtheon/WebMD
- Restrictions on sales of shares by affiliates of MEDE AMERICA and Healtheon
- Restrictions on sales of shares by affiliates of WebMD and Healtheon
- Results of operations
- Rights of dissenting Medcast stockholders
- Rights of dissenting WebMD stockholders
- Risk Factors
- SEC
- Selected historical and selected unaudited pro forma condensed combined financial data
- Series A Preferred Stock
- Series B Preferred Stock
- Series C Preferred Stock
- Series D Preferred Stock
- Series E Preferred Stock
- Share ownership by Healtheon's principal stockholders, management and directors
- Share ownership by Medcast's principal stockholders, management and directors
- Share ownership by MEDE AMERICA's principal stockholders, management and directors
- Share ownership by WebMD's principal stockholders, management and directors
- Statements of Cash Flows
- Statements of Changes in Shareholders' Equity (Deficit)
- Statements of Income
- Statements of Operations
- Statements of Shareholders' Deficit
- Statements of Stockholders' Equity
- Strategic relationships
- Structure of the Medcast merger and conversion of Medcast capital stock
- Structure of the MEDE AMERICA merger and conversion of MEDE AMERICA common stock
- Structure of the mergers
- Structure of the WebMD merger and conversion of WebMD common stock and preferred stock
- Summary of the Medcast merger
- Summary of the MEDE AMERICA merger
- Summary of the proxy statement/prospectus
- Summary of the WebMD merger
- Table of Contents
- Termination
- Termination Fee
- Termination of the Medcast Merger Agreement
- Termination of the Mede America Merger Agreement
- Termination of the Webmd Merger Agreement
- Terms of Merger
- The Board of Directors
- The companies
- The exchange ratio
- The Healtheon Meeting
- The Medcast meeting
- The Medcast merger
- The Medcast merger agreement
- The Mede America Meeting
- The MEDE AMERICA merger
- The MEDE AMERICA merger agreement
- The Merger
- Thereafter
- The WebMD Meeting
- The WebMD merger
- The Webmd Merger Agreement
- Total
- Unaudited pro forma condensed combined financial information
- Undertakings
- Vote and quorum required
- Vote and quorum required; voting agreements
- Votes required; voting agreements; conversion agreements
- Warrants
- WebMD
- Webmd, Inc
- WebMD management's discussion and analysis of financial condition and results of operations
- WebMD Meeting, The
- Webmd Merger Agreement, The
- WebMD merger, The
- WebMD related transaction agreements
- WebMD's business
- WebMD selected consolidated financial data
- WebMD services
- WebMD's management
- WebMD's reasons for the WebMD merger
- WebMD's related party transactions
- WebMD stockholders' voting agreement and conversion agreement
- Where you can find more information
- W. Michael Heekin
- W. Michael Long
- Year 2000 compliance
- 1.10 Lost, Stolen or Destroyed Certificates
- 1.11 Tax Consequences
- 1.1 Merger
- 1.1 The Merger
- 1.2 Effective Time; Closing
- 1.2 Time and Place of Closing
- 1.3 Effective Time
- 1.3 Effect of the Merger
- 1.4 Certificate of Incorporation; Bylaws
- 1.4 WebMD Acquisition -- Terms of Merger
- 1.5 Directors and Officers
- 1.6 Effect on Capital Stock
- 1.7 Dissenting Shares
- 1.8 Surrender of Certificates
- 1.9 No Further Transfers of Company Capital Stock
- 2.10 Compliance; Permits; Restrictions
- 2.11 Litigation
- 2.12 Brokers' and Finders' Fees
- 2.13 Interested Party Transactions
- 2.14 Employee Benefit Plans
- 2.15 Environmental Matters
- 2.16 Year 2000 Compliance
- 2.17 Agreements, Contracts and Commitments
- 2.18 Change of Control Payments
- 2.19 Disclosure
- 2.1 Charter
- 2.1 Organization of the Company
- 2.20 Board Approval
- 2.21 Fairness Opinion
- 2.22 Restrictions on Business Activities
- 2.23 Insurance
- 2.24 State Takeover Statutes
- 2.25 Representations Complete
- 2.2 Bylaws
- 2.2 Company Capital Structure
- 2.3 Directors and Officers
- 2.3 Obligations With Respect to Capital Stock
- 2.4 Authority; Non-Contravention
- 2.4 Tax-Free Reorganization
- 2.5 SEC Filings; Company Financial Statements; Offer to Purchase
- 2.6 Absence of Certain Changes or Events
- 2.7 Taxes
- 2.8 Title to Properties; Absence of Liens and Encumbrances
- 2.9 Intellectual Property
- 3.10 Compliance; Permits; Restrictions
- 3.11 Litigation
- 3.12 Brokers' and Finders' Fees
- 3.13 Environmental Matters
- 3.14 Year 2000 Compliance
- 3.15 Agreements, Contracts and Commitments
- 3.16 Disclosure
- 3.17 Board Approval
- 3.18 Fairness Opinion
- 3.19 Restrictions on Business Activities
- 3.1 Conversion of Shares
- 3.1 Organization of Parent
- 3.20 Interested Party Transactions
- 3.2 Anti-Dilution Provisions
- 3.2 Parent Capital Structure
- 3.3 Obligations With Respect to Capital Stock
- 3.3 Shares Held by GNN
- 3.4 Authority; Non-Contravention
- 3.4 Dissenting Stockholders
- 3.5 Fractional Shares
- 3.5 SEC Filings; Parent Financial Statements
- 3.6 Absence of Certain Changes or Events
- 3.6 Conversion of GNN Options
- 3.7 GNN Warrants
- 3.7 Taxes
- 3.8 Title to Properties; Absence of Liens and Encumbrances
- 3.9 Intellectual Property
- 4.1 Conduct of Business by the Company
- 4.1 Exchange Procedures
- 4.2 Conduct of Business by Parent
- 4.2 Rights of Former GNN Stockholders
- 4.3 Escrow Shares
- 5.10 Form S-8
- 5.11 Indemnification
- 5.12 Board of Directors of Combined Company
- 5.13 Officers of the Combined Company
- 5.14 Change of Name; Increase of Authorized Shares
- 5.15 Headquarters of Combined Company
- 5.16 Branding
- 5.17 Nasdaq Listing
- 5.18 Company Affiliate Agreement
- 5.19 Comfort Letters
- 5.1 Organization, Standing, and Power
- 5.1 Prospectus/Proxy Statement; Registration Statement; Other Filings; Board Recommendations
- 5.20 Stockholder Agreements
- 5.21 FIRPTA Compliance
- 5.22 Additional Stockholder Vote
- 5.2 Authorization of Agreement; No Breach
- 5.2 Meeting of Company Stockholders
- 5.3 Capital Stock
- 5.3 Meeting of Parent Stockholders
- 5.4 Confidentiality; Access to Information
- 5.4 GNN Subsidiaries
- 5.5 Financial Statements
- 5.5 No Solicitation
- 5.6 Absence of Undisclosed Liabilities
- 5.6 Public Disclosure
- 5.7 Absence of Changes
- 5.7 Reasonable Efforts; Notification
- 5.8 Indebtedness
- 5.8 Third Party Consents
- 5.9 Stock Options, Warrants and Employee Benefits
- 5.9 Tax Matters
- 6.1 Conditions to Obligations of Each Party to Effect the Merger
- 6.1 Organization, Standing, and Power
- 6.2 Additional Conditions to Obligations of the Company
- 6.2 Authorization of Agreement; No Breach
- 6.3 Additional Conditions to the Obligations of Parent and Merger Sub
- 6.3 Capital Stock
- 6.4 WebMD Subsidiaries
- 6.5 Financial Statements
- 6.6 Absence of Undisclosed Liabilities
- 6.7 Absence of Certain Changes or Events
- 6.8 Tax Matters
- 6.9 Intellectual Property
- 7.1 Organization, Standing, and Power
- 7.1 Termination
- 7.2 Authorization of Agreement; No Breach
- 7.2 Notice of Termination; Effect of Termination
- 7.3 Capital Stock
- 7.3 Fees and Expenses
- 7.4 Amendment
- 7.4 Healtheon SEC Filings; Financial Statements
- 7.5 Extension; Waiver
- 7.5 Tax Matters
- 8.10 Assignment
- 8.11 Waiver of Jury Trial
- 8.1 Non-Survival of Representations and Warranties
- 8.1 Purchaser Common Stock
- 8.2 Meeting Materials; Registration Statement
- 8.2 Notices
- 8.3 Authority of Merger Corp
- 8.3 Interpretation; Knowledge
- 8.4 Counterparts
- 8.5 Entire Agreement; Third Party Beneficiaries
- 8.6 Severability
- 8.7 Remedies
- 8.8 Governing Law
- 8.9 Rules of Construction
- 9.1 Conduct of GNN Business
- 9.2 Adverse Changes in Condition
|
1 | 1st Page - Filing Submission
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" | W. Michael Long
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3 | W. Michael Heekin
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6 | Proxy Statement/Prospectus
|
7 | Table of Contents
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11 | Questions and Answers for Healtheon and Webmd Stockholders
|
14 | Questions and Answers for Mede America Stockholders
|
15 | Closing
|
17 | Questions and Answers for Medcast Stockholders
|
19 | Summary of the proxy statement/prospectus
|
" | The companies
|
" | Webmd, Inc
|
20 | Mede America Corporation
|
21 | Structure of the mergers
|
22 | Summary of the WebMD merger
|
" | The WebMD merger
|
" | Conditions to completion of the WebMD merger
|
" | Termination of the Webmd Merger Agreement
|
" | No Other Negotiations Involving Webmd
|
24 | Accounting treatment of the WebMD merger
|
" | Interests of directors, officers and affiliates in the WebMD merger
|
26 | Summary of the MEDE AMERICA merger
|
" | The MEDE AMERICA merger
|
" | Conditions to completion of the MEDE AMERICA merger
|
" | Termination of the Mede America Merger Agreement
|
" | Termination Fee
|
27 | No Other Negotiations Involving Mede America
|
" | Opinion of MEDE AMERICA's financial advisor
|
28 | Accounting treatment of the MEDE AMERICA merger
|
" | Interests of directors, officers and affiliates in the MEDE AMERICA merger
|
30 | Summary of the Medcast merger
|
" | The Medcast merger
|
" | Conditions to Completion of the Medcast Merger
|
" | Termination of the Medcast Merger Agreement
|
" | No Other Negotiations Involving Medcast
|
31 | Opinion of Medcast's financial advisor
|
" | Accounting treatment of the Medcast merger
|
" | Interests of directors, officers and affiliates in the Medcast merger
|
33 | Selected historical and selected unaudited pro forma condensed combined financial data
|
37 | Comparative historical and unaudited pro forma per share data
|
39 | Risk Factors
|
52 | The Healtheon Meeting
|
53 | Vote and quorum required
|
" | Proxies
|
55 | The WebMD Meeting
|
" | Votes required; voting agreements; conversion agreements
|
58 | The Mede America Meeting
|
60 | The Medcast meeting
|
" | Vote and quorum required; voting agreements
|
61 | Medcast stockholders agreements
|
63 | Background of the WebMD merger and related agreements
|
66 | Joint reasons for the WebMD merger
|
67 | Healtheon's reasons for the WebMD merger
|
68 | Recommendation of Healtheon's board of directors
|
" | WebMD's reasons for the WebMD merger
|
70 | Recommendation of WebMD's board of directors
|
" | Opinion of Healtheon's financial advisor
|
71 | Healtheon
|
73 | Affected Share Price
|
76 | Opinion of WebMD's financial advisor
|
83 | Modification of vesting of employee stock options
|
84 | Completion and effectiveness of the WebMD merger
|
" | Structure of the WebMD merger and conversion of WebMD common stock and preferred stock
|
" | Healtheon/WebMD's strategic alliances with and investments from Microsoft and other partners
|
85 | Exchange of WebMD stock certificates for Healtheon/WebMD stock certificates
|
86 | No dividends
|
" | Material U.S. federal income tax considerations of the WebMD merger
|
88 | Regulatory filings and approvals required to complete the WebMD merger
|
" | Restrictions on sales of shares by affiliates of WebMD and Healtheon
|
89 | Operations after the WebMD merger
|
" | Rights of dissenting WebMD stockholders
|
92 | The Webmd Merger Agreement
|
98 | WebMD related transaction agreements
|
" | WebMD stockholders' voting agreement and conversion agreement
|
99 | Healtheon stockholders' voting agreement
|
" | McKessonHBOC Agreement
|
101 | Background of the MEDE AMERICA merger
|
103 | Joint reasons for the MEDE AMERICA merger
|
104 | MEDE AMERICA's reasons for the MEDE AMERICA merger
|
106 | Recommendation of MEDE AMERICA's board of directors
|
112 | Completion and effectiveness of the MEDE AMERICA merger
|
" | Structure of the MEDE AMERICA merger and conversion of MEDE AMERICA common stock
|
" | Exchange of MEDE AMERICA stock certificates for Healtheon/WebMD stock certificates
|
113 | Material U.S. federal income tax considerations of the MEDE AMERICA merger
|
115 | Regulatory filings and approvals required to complete the MEDE AMERICA merger
|
" | Restrictions on sales of shares by affiliates of MEDE AMERICA and Healtheon
|
116 | Listing on the Nasdaq National Market of Healtheon common stock to be issued in the MEDE AMERICA merger
|
" | Delisting and deregistration of MEDE AMERICA common stock after the MEDE AMERICA merger
|
" | Operations after the MEDE AMERICA merger
|
117 | The MEDE AMERICA merger agreement
|
122 | Payment of termination fee
|
124 | Mede America Related Transaction Agreements
|
" | MEDE AMERICA voting agreement
|
" | MEDE AMERICA registration rights agreement
|
125 | Background of the Medcast merger
|
126 | Joint reasons for the Medcast merger
|
127 | Medcast's reasons for the Medcast merger
|
128 | Recommendation of Medcast's board of directors
|
132 | Completion and effectiveness of the Medcast merger
|
" | Structure of the Medcast merger and conversion of Medcast capital stock
|
133 | Adjustment to preferred stock conversion ratios
|
" | Purchase price adjustment
|
134 | The exchange ratio
|
" | Exchange of Medcast stock certificates for Healtheon/WebMD stock certificates
|
135 | Material U.S. federal income tax considerations of the Medcast merger
|
137 | Regulatory filings and approvals required to complete the Medcast merger
|
" | Restrictions on sales of shares by affiliates of Medcast and Healtheon/WebMD
|
" | Listing on the Nasdaq National Market of Healtheon/WebMD common stock to be issued in the Medcast merger
|
138 | Operations after the Medcast merger
|
" | Rights of dissenting Medcast stockholders
|
141 | The Medcast merger agreement
|
143 | Escrow and indemnification of Healtheon/WebMD
|
148 | Medcast voting agreements
|
149 | Comparative per share market price data
|
" | Mede
|
150 | Unaudited pro forma condensed combined financial information
|
152 | Assets
|
173 | Total
|
184 | Comparison of Rights of Holders of Healtheon/WebMD Common Stock, WebMD Capital Stock, MEDE AMERICA Common Stock and Medcast Capital Stock
|
195 | Series A Preferred Stock
|
196 | Series B Preferred Stock
|
197 | Series C Preferred Stock
|
" | Series D Preferred Stock
|
198 | Series E Preferred Stock
|
203 | Information Regarding Healtheon
|
" | Healtheon's business
|
208 | Strategic relationships
|
209 | Thereafter
|
212 | Intellectual property
|
" | Employees
|
" | Legal proceedings
|
" | Market for Healtheon's common stock and related stockholder matters
|
214 | Healtheon selected consolidated financial data
|
215 | Healtheon management's discussion and analysis of financial condition and results of operations
|
" | Overview
|
217 | Results of operations
|
223 | Year 2000 compliance
|
226 | Healtheon's management
|
230 | Compensation committee interlocks and insider participation
|
232 | Executive Compensation
|
233 | Experts
|
234 | Employee Benefit Plans
|
237 | Healtheon's related party transactions
|
240 | Share ownership by Healtheon's principal stockholders, management and directors
|
244 | Information Regarding WebMD
|
" | WebMD's business
|
245 | WebMD services
|
248 | Microsoft
|
" | Lycos
|
249 | Cnn
|
" | Reader's Digest
|
" | DuPont
|
" | IXL
|
255 | WebMD selected consolidated financial data
|
256 | WebMD management's discussion and analysis of financial condition and results of operations
|
257 | Promotional arrangements
|
" | Guaranteed payments
|
265 | WebMD's management
|
267 | Dissenting stockholder lawsuit
|
271 | WebMD's related party transactions
|
274 | Share ownership by WebMD's principal stockholders, management and directors
|
277 | Information Regarding Mede America
|
" | MEDE AMERICA's business
|
285 | MEDE AMERICA selected consolidated financial data
|
287 | MEDE AMERICA management's discussion and analysis of financial condition and results of operations
|
293 | Depreciation and amortization expense
|
302 | Share ownership by MEDE AMERICA's principal stockholders, management and directors
|
305 | Information Regarding Medcast
|
" | Medcast's business
|
313 | Medcast management's discussion and analysis of financial condition and results of operations
|
319 | Share ownership by Medcast's principal stockholders, management and directors
|
322 | Additional Matters Being Submitted to A Vote of Only Healtheon Stockholders
|
326 | Incentive Stock Options
|
331 | Legal Opinion
|
336 | Where you can find more information
|
339 | Report of Ernst & Young LLP, Independent Auditors
|
341 | Consolidated Balance Sheets
|
342 | Consolidated Statements of Operations
|
343 | Consolidated Statement of Convertible Redeemable Preferred Stock and Stockholders' Equity (Net Capital Deficiency)
|
347 | Consolidated Statements of Cash Flows
|
348 | Notes to Consolidated Financial Statements
|
352 | Accounting for Stock-Based Compensation
|
361 | Preferred Stock
|
" | Warrants
|
368 | Report of Independent Auditors
|
372 | Consolidated Statements of Shareholders' Equity
|
" | Common Stock
|
389 | Premiere
|
393 | Independent Auditors' Report
|
396 | Consolidated Statements of Stockholders' Equity (Deficit)
|
414 | Balance Sheets
|
415 | Statements of Operations
|
416 | Statements of Stockholders' Equity
|
417 | Statements of Cash Flows
|
418 | Notes to Financial Statements
|
423 | Company
|
428 | Report of Independent Accountants
|
430 | Board of Directors
|
433 | Statements of Changes in Shareholders' Equity (Deficit)
|
446 | Statements of Shareholders' Deficit
|
459 | Litigation
|
461 | Statements of Income
|
464 | The Board of Directors
|
483 | Article I the Merger
|
" | 1.1 The Merger
|
484 | 1.2 Effective Time; Closing
|
" | 1.3 Effect of the Merger
|
485 | 1.4 Certificate of Incorporation; Bylaws
|
" | 1.5 Directors and Officers
|
" | 1.6 Effect on Capital Stock
|
486 | 1.7 Dissenting Shares
|
487 | 1.8 Surrender of Certificates
|
488 | 1.9 No Further Transfers of Company Capital Stock
|
" | 1.10 Lost, Stolen or Destroyed Certificates
|
" | 1.11 Tax Consequences
|
" | Article Ii Representations and Warranties of the Company
|
" | Representations and Warranties of the Company
|
" | 2.1 Organization of the Company
|
489 | 2.2 Company Capital Structure
|
491 | 2.3 Obligations With Respect to Capital Stock
|
492 | 2.4 Authority; Non-Contravention
|
493 | 2.5 SEC Filings; Company Financial Statements; Offer to Purchase
|
494 | 2.6 Absence of Certain Changes or Events
|
" | 2.7 Taxes
|
495 | 2.8 Title to Properties; Absence of Liens and Encumbrances
|
496 | 2.9 Intellectual Property
|
498 | 2.10 Compliance; Permits; Restrictions
|
" | 2.11 Litigation
|
499 | 2.12 Brokers' and Finders' Fees
|
" | 2.13 Interested Party Transactions
|
" | 2.14 Employee Benefit Plans
|
502 | 2.15 Environmental Matters
|
" | 2.16 Year 2000 Compliance
|
503 | 2.17 Agreements, Contracts and Commitments
|
504 | 2.18 Change of Control Payments
|
" | 2.19 Disclosure
|
" | 2.20 Board Approval
|
" | 2.21 Fairness Opinion
|
" | 2.22 Restrictions on Business Activities
|
" | 2.23 Insurance
|
505 | 2.24 State Takeover Statutes
|
" | 2.25 Representations Complete
|
" | Representations and Warranties of Parent and Merger Sub
|
" | 3.1 Organization of Parent
|
" | 3.2 Parent Capital Structure
|
506 | 3.3 Obligations With Respect to Capital Stock
|
" | 3.4 Authority; Non-Contravention
|
507 | 3.5 SEC Filings; Parent Financial Statements
|
508 | 3.6 Absence of Certain Changes or Events
|
" | 3.7 Taxes
|
509 | 3.8 Title to Properties; Absence of Liens and Encumbrances
|
510 | 3.9 Intellectual Property
|
511 | 3.10 Compliance; Permits; Restrictions
|
" | 3.11 Litigation
|
" | 3.12 Brokers' and Finders' Fees
|
" | 3.13 Environmental Matters
|
512 | 3.14 Year 2000 Compliance
|
" | 3.15 Agreements, Contracts and Commitments
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" | 3.16 Disclosure
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" | 3.17 Board Approval
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" | 3.18 Fairness Opinion
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513 | 3.19 Restrictions on Business Activities
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" | 3.20 Interested Party Transactions
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" | Article Iv Conduct Prior to the Effective Time
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" | Conduct prior to the effective time
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" | 4.1 Conduct of Business by the Company
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515 | 4.2 Conduct of Business by Parent
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517 | Article V Additional Agreements
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" | 5.1 Prospectus/Proxy Statement; Registration Statement; Other Filings; Board Recommendations
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518 | 5.2 Meeting of Company Stockholders
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519 | 5.3 Meeting of Parent Stockholders
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520 | 5.4 Confidentiality; Access to Information
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" | 5.5 No Solicitation
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521 | 5.6 Public Disclosure
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" | 5.7 Reasonable Efforts; Notification
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522 | 5.8 Third Party Consents
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" | 5.9 Stock Options, Warrants and Employee Benefits
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523 | 5.10 Form S-8
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" | 5.11 Indemnification
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" | 5.12 Board of Directors of Combined Company
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" | 5.13 Officers of the Combined Company
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" | 5.14 Change of Name; Increase of Authorized Shares
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524 | 5.15 Headquarters of Combined Company
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" | 5.16 Branding
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" | 5.17 Nasdaq Listing
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" | 5.18 Company Affiliate Agreement
|
" | 5.19 Comfort Letters
|
" | 5.20 Stockholder Agreements
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" | 5.21 FIRPTA Compliance
|
525 | 5.22 Additional Stockholder Vote
|
" | Article Vi Conditions to the Merger
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" | 6.1 Conditions to Obligations of Each Party to Effect the Merger
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526 | 6.2 Additional Conditions to Obligations of the Company
|
" | 6.3 Additional Conditions to the Obligations of Parent and Merger Sub
|
528 | Article Vii Termination, Amendment and Waiver
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" | 7.1 Termination
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529 | 7.2 Notice of Termination; Effect of Termination
|
" | 7.3 Fees and Expenses
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" | 7.4 Amendment
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" | 7.5 Extension; Waiver
|
" | Article Viii General Provisions
|
" | 8.1 Non-Survival of Representations and Warranties
|
" | 8.2 Notices
|
530 | 8.3 Interpretation; Knowledge
|
531 | 8.4 Counterparts
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" | 8.5 Entire Agreement; Third Party Beneficiaries
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" | 8.6 Severability
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" | 8.7 Remedies
|
" | 8.8 Governing Law
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" | 8.9 Rules of Construction
|
" | 8.10 Assignment
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" | 8.11 Waiver of Jury Trial
|
542 | The Merger
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593 | Exhibits
|
594 | Article 1 Transactions and Terms of Merger
|
" | 1.1 Merger
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" | 1.2 Time and Place of Closing
|
595 | 1.3 Effective Time
|
" | 1.4 WebMD Acquisition -- Terms of Merger
|
" | Article 2 Terms of Merger
|
" | Terms of Merger
|
" | 2.1 Charter
|
" | 2.2 Bylaws
|
" | 2.3 Directors and Officers
|
596 | 2.4 Tax-Free Reorganization
|
" | Article 3 Manner of Converting Shares
|
" | 3.1 Conversion of Shares
|
" | 3.2 Anti-Dilution Provisions
|
" | 3.3 Shares Held by GNN
|
" | 3.4 Dissenting Stockholders
|
597 | 3.5 Fractional Shares
|
" | 3.6 Conversion of GNN Options
|
598 | 3.7 GNN Warrants
|
599 | Article 4 Exchange of Shares
|
" | 4.1 Exchange Procedures
|
" | 4.2 Rights of Former GNN Stockholders
|
600 | 4.3 Escrow Shares
|
" | Article 5 Representations and Warranties of Gnn
|
" | Representations and Warranties of GNN
|
" | 5.1 Organization, Standing, and Power
|
" | 5.2 Authorization of Agreement; No Breach
|
601 | 5.3 Capital Stock
|
" | 5.4 GNN Subsidiaries
|
" | 5.5 Financial Statements
|
602 | 5.6 Absence of Undisclosed Liabilities
|
" | 5.7 Absence of Changes
|
603 | 5.8 Indebtedness
|
" | 5.9 Tax Matters
|
615 | Article 6 Representations and Warranties of Webmd
|
" | Representations and Warranties of WebMD
|
" | 6.1 Organization, Standing, and Power
|
" | 6.2 Authorization of Agreement; No Breach
|
" | 6.3 Capital Stock
|
616 | 6.4 WebMD Subsidiaries
|
" | 6.5 Financial Statements
|
617 | 6.6 Absence of Undisclosed Liabilities
|
" | 6.7 Absence of Certain Changes or Events
|
" | 6.8 Tax Matters
|
618 | 6.9 Intellectual Property
|
620 | Article 7 Representations and Warranties of Newco
|
" | Representations and Warranties of Newco
|
" | 7.1 Organization, Standing, and Power
|
" | 7.2 Authorization of Agreement; No Breach
|
621 | 7.3 Capital Stock
|
" | 7.4 Healtheon SEC Filings; Financial Statements
|
" | 7.5 Tax Matters
|
" | Representations and Warranties of Purchaser and Merger Corp
|
" | 8.1 Purchaser Common Stock
|
" | 8.2 Meeting Materials; Registration Statement
|
622 | 8.3 Authority of Merger Corp
|
" | Article 9 Conduct of Business Pending Consummation
|
" | Conduct of Business Pending Consummation
|
" | 9.1 Conduct of GNN Business
|
624 | 9.2 Adverse Changes in Condition
|
" | Article 10 Additional Agreements
|
630 | Article 11 Conditions Precedent to Obligations to Consummate
|
633 | Article 12 Termination
|
" | Termination
|
635 | Article 13 Miscellaneous
|
642 | WebMD
|
643 | Article 14 Escrow; Shareholder Representative
|
" | Escrow; Shareholder Representative
|
669 | SEC
|
672 | Item 20. Indemnification of Directors and Officers
|
" | Item 21. Exhibits and Financial Statement Schedules
|
675 | Item 22. Undertakings
|