-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUa7Rx6I7iyCXI5zIn0cvg4znScBZMLnzqkJ65wsWjr5b0WbXGMw1gAnP+v52JhX lDfJ1zEy1bxJPIsBHpTj2w== 0000893220-99-000193.txt : 20040503 0000893220-99-000193.hdr.sgml : 20040503 19990219172100 ACCESSION NUMBER: 0000893220-99-000193 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990219 DATE AS OF CHANGE: 20000629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHEON CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55909 FILM NUMBER: 99546202 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 4088765000 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHKLINE BEECHAM CORP CENTRAL INDEX KEY: 0000091283 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 231099050 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE FRANKLIN PLZ STREET 2: P O BOX 7929 CITY: PHILADELPHIA STATE: PA ZIP: 19101 BUSINESS PHONE: 2157514000 MAIL ADDRESS: STREET 1: ONE FRANKLIN PLZ STREET 2: PO BOX 7929 CITY: PHILADELPHIA STATE: PA ZIP: 19101 FORMER COMPANY: FORMER CONFORMED NAME: SMITHKLINE BECKMAN CORP DATE OF NAME CHANGE: 19890802 FORMER COMPANY: FORMER CONFORMED NAME: SMITHKLINE CORP DATE OF NAME CHANGE: 19820322 FORMER COMPANY: FORMER CONFORMED NAME: EDUCOR INC DATE OF NAME CHANGE: 19820322 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Healtheon Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.0001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 422209106 - -------------------------------------------------------------------------------- (CUSIP Number) Donald F. Parman, SmithKline Beecham Corporation One Franklin Plaza, Philadelphia, PA 19102 Telephone 215-751-7633 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 10, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 2 SCHEDULE 13D CUSIP NO. PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SmithKline Beecham Corporation 23-1099050 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 6,251,003 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 6,251,003 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,251,003 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 5 Pages Item 1. Security and Issuer. Common Stock, $.0001 Par Value Healtheon Corporation 4600 Patrick Henry Drive Santa Clara, CA 95054 Item 2. Identity and Background. (a) SmithKline Beecham Corporation ("SBCorp"), a company organized under the laws of Pennsylvania, discovers, develops, manufactures and markets pharmaceuticals, vaccines, over-the-counter medicines and health-related products, and provides healthcare services including clinical laboratory testing, disease management, and pharmaceutical benefit management. (b) The principal business address for SBCorp is: One Franklin Plaza Philadelphia, Pennsylvania 19102 (c) Information concerning SBCorp is set forth in response to Item 2(a) above. (d) During the last five years, SBCorp has not been convicted in a criminal proceeding, excluding traffic violations or similar misdeameanors. (e) During the last five years SBCorp was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. (f) Not applicable. 4 Page 4 of 5 Pages Item 3. Source and Amount of Funds or Other Consideration. In December 1997, SmithKline Beecham Clinical Laboratories, Inc. ("SBCL"), a wholly-owned subsidiary of SBCorp, acquired shares of ActaMed Corporation Common stock in exchange for the licensing of the SBCL SCAN (R) software and sale of certain assets by geographic region: Date Number of Shares ---- ---------------- Dec 97 2,317,913 Mar 98 763,548 Jun 98 1,336,209 In May 1998, Actamed merged into Issuer and above shares were exchanged for Issuer's Common stock. Prior to IPO, certificates representing above ownership were returned to Issuer for re-registration in SBCorp's name. Pursuant to a December 1998 Asset Purchase Agreement between Issuer and SBCL, SBCorp acquired 1,833,333 shares of Common stock in exchange for certain assets used for laboratory results delivery services. The source of funds in each case is Working Capital. Item 4. Purpose of Transaction. SBCorp intends to review from time to time the business affairs and financial position of the Issuer. Based on such evaluation and review, as well as general economic and industry conditions existing at the time and the SBCorp's own financial plans, SBCorp may consider from time to time various alternative courses of action. Such actions may include the acquisition of additional shares through open market purchases, privately negotiated transactions or otherwise. Alternatively, such actions may involve the sale of all or a portion of the shares in the open market, in privately negotiated transactions, through public offering or otherwise. All of the securities acquired have been purchases for investment purposes. Item 5. Interest in Securities of the Issuer. (a) Amount and Percent Beneficially Owned Registered Name No. of Shares Percent --------------- ------------- ------- SBCorp 6,251,003 9.1% (b) SB Corp has sole power to vote and to dispose of all of the shares of Common Stock identified in subparagraph (a) above. (c) As described in Item 3 above, SBCorp acquired shares of Common stock as follows: Date Number of Shares ---- ---------------- Dec 97 2,317,913 Mar 98 763,548 Mar 98 1,336,209 Dec 98 1,833,333 ---------- 6,251,003 (d) The only transactions involving SBCorp and the Common Stock of the Issuer are the transactions referenced above. (e) Not applicable 5 Page 5 of 5 Pages Item 6. Contracts, Arrangements, Understandings or Relationship With respect to Securities of the Issuer. None Item 7. Materials to be Filed as Exhibits. None SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Statement is true, correct and complete. DATED: February 19, 1999 SMITHKLINE BEECHAM CORPORATION By: /s/ ---------------------------- Donald F. Parman Secretary -----END PRIVACY-ENHANCED MESSAGE-----