-----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, NU7ufO5RsXPhESaBAr6Djhj4gy+SNfeZOhblnZPZMcqdIxR7txPAeEZeMnMjTi35 I/3QSffJMjYivp8Wt1RA7g== /in/edgar/work/20000803/0000950144-00-009380/0000950144-00-009380.txt : 20000921 0000950144-00-009380.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950144-00-009380 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAREINSITE INC CENTRAL INDEX KEY: 0001082000 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 223630930 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-26345 FILM NUMBER: 685559 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: CENTER TWO CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: SYNETIC HEALTHCARE COMMUNICATIONS INC DATE OF NAME CHANGE: 19990316 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHEON WEBMD CORP CENTRAL INDEX KEY: 0001088917 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 400 LENOX BUILDING STREET 2: 3399 PEACHTREE ROAD NE CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 4044957600 MAIL ADDRESS: STREET 1: 400 LENOX BUILDING STREET 2: 3399 PEACHTREE ROAD NE CITY: ATLANTA STATE: GA ZIP: 30326 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP /DE/ DATE OF NAME CHANGE: 19991210 425 1 e425.txt CAREINSITE, INC. / HEALTHEON/WEBMD CORP 1 Filed by: Healtheon/WebMD Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: CareInsite, Inc. Commission File No.: 000-26345 THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. INVESTORS ARE URGED TO READ THE VARIOUS FILINGS OF HEALTHEON/WEBMD CORPORATION AND CAREINSITE, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE PROXY STATEMENT/REGISTRATION STATEMENT THAT IS REQUIRED TO BE FILED WITH RESPECT TO THE TRANSACTION DESCRIBED BELOW PRIOR TO THE VOTE OF THE SHAREHOLDERS OF CAREINSITE, INC. WITH RESPECT TO THE MERGER AND THE VOTE OF THE SHAREHOLDERS OF HEALTHEON/WEBMD WITH RESPECT TO THE ISSUANCE OF THE COMMON STOCK OF HEALTHEON/WEBMD CORPORATION IN THE MERGER. 2 Contacts: Healtheon/WebMD: Medical Manager/CareInsite: Investor Relations: Investor Relations/Media: Lew Belote Risa Fisher 404/495-7602 201/703-3400 lbelote@webmd.net rfisher@careinsite.com Media: Dawn Whaley 404/897-2300 dwhaley@alexanderogilvy.com HEALTHEON/WEBMD, MEDICAL MANAGER AND CAREINSITE SET RECORD DATES AND STOCKHOLDER MEETING DATES FOR MERGER APPROVAL ATLANTA, GA, and ELMWOOD PARK, NJ, August 3, 2000 - Healtheon/WebMD Corporation (NASDAQ: HLTH), Medical Manager Corporation (NASDAQ: MMGR), and CareInsite, Inc. (NASDAQ: CARI) today announced that Healtheon/WebMD's Registration Statement on Form S-4 has been declared effective by the Securities and Exchange Commission. The Registration Statement relates to the proposed merger transactions between Healtheon/WebMD, Medical Manager and CareInsite and contains the joint proxy statement/prospectus for the transactions. The Boards of Directors of all companies have established August 3, 2000 as the record date. Healtheon/WebMD will hold its annual meeting of stockholders on September 12, 2000 at 9:30 am, Eastern time, at the law offices Alston & Bird LLP, One Atlantic Center, The Gaines Room, 42nd Floor, 1201 West Peachtree Street, Atlanta, Georgia 30309-3424, to vote on the proposed transactions and other proposals. Medical Manager will hold a special meeting of its stockholders on September 12, 2000 at 9:30 am, Eastern time, at the St. Regis Hotel, Two East 55th Street, New York, New York 10022. CareInsite will hold a special meeting of its stockholders on September 12, 2000 at 10:00 am, Eastern time, at the St. Regis Hotel, Two East 55th Street, New York, New York 10022. Along with stockholder approval, the Healtheon/WebMD merger with Medical Manager and CareInsite is subject to regulatory review by the Federal Trade Commission and the Antitrust Division of the United States Department of Justice. The companies substantially complied with the second request for information by the Department of Justice on July 28, 2000. The final waiting period will expire at 11:59 pm on August 17, 2000 and may be extended only by court order or consent of the parties. Subject to receipt of regulatory and stockholder approval, consummation of the transactions is anticipated to occur shortly after the stockholders' meetings of all three companies, after which the company will operate under the corporate name of WebMD. ABOUT MEDICAL MANAGER CORPORATION Medical Manager Corporation operates three lines of business. Medical Manager Health Systems is a leading provider of physician practice management systems. Porex Corporation is a leader in the development, manufacturing and distribution of porous and solid plastic products. CareInsite, Inc., a 67% owned publicly traded subsidiary, provides innovative healthcare network and clinical communications services. ABOUT CAREINSITE, INC. CareInsite, Inc. provides innovative healthcare network and clinical communications services that leverage Internet technology to enable the confidential exchange of clinical, administrative and financial information among physicians and their patients, and affiliated health plans, providers and suppliers. CareInsite's 3 services are designed to improve the quality of patient care and reduce the administrative and clinical costs of healthcare. CareInsite is a 67% owned subsidiary of Medical Manager Corporation. ABOUT HEALTHEON/WEBMD CORPORATION Healtheon/WebMD is the first end-to-end Internet healthcare company connecting physicians and consumers to the entire healthcare industry. Healtheon/WebMD is using the Internet to facilitate a new system for the delivery of healthcare, resulting in a single, secure environment for all communications and transactions that will enable a more efficient and cost effective healthcare system. Healtheon/WebMD has its corporate headquarters in Atlanta and its technology headquarters in Silicon Valley. For more information visit http://www.webmd.com. For more information, visit www.webmd.com, www.medicalmanager.com, www.careinsite.com. Other than historical information set forth herein, this announcement contains forward-looking statements that involve risks and uncertainties, including those relating to the ability of Healtheon/WebMD, Medical Manager Corporation and CareInsite's services to improve healthcare, decrease clinical and administrative costs and inefficiencies and accelerate physician adoption. Actual results could be materially different from those discussed in this announcement. Factors that could cause actual results to differ include, among others: the companies' limited operating history, continued growth in the use of the Internet, and acceptance of the Internet as a secure medium over which to conduct transactions. Additional risks associated with the companies' businesses can be found in the registration statement on Form S-4 pertaining to the mergers and in the companies' periodic filings with the Securities and Exchange Commission. This does not constitute an offer of securities. Investors are urged to read the various filings of Healtheon/WebMD Corporation, Medical Manager Corporation, and CareInsite, Inc. that have been filed and will be filed with the Securities and Exchange Commission with respect to the pending acquisitions of Medical Manager and CareInsite by Healtheon/WebMD, including the proxy statement/registration statement that is required to be filed with respect to the pending acquisitions. The Securities and Exchange Commission filings are available to the public at the Securities and Exchange Commission's web site at http://www.sec.gov. Investors can also obtain free copies of the documents relating to Healtheon/WebMD by contacting Healtheon/WebMD Investor Relations department at Healtheon/WebMD Corporation, 400 The Lenox Building, 3399 Peachtree Road, NE, Atlanta, 30326, (404) 495-7600, http://www.webmd.com. Investors can also obtain free copies of the documents relating to Medical Manager Corporation, by contacting the Medical Manager Investor Relations department at Medical Manager Corporation, 669 River Drive, Center 2, Elmwood Park, New Jersey 07407, (201) 703-3400, http://www.medicalmanager.com. Investors can also obtain free copies of the documents relating to CareInsite, Inc., by contacting the CareInsite Investor Relations department at CareInsite, Inc., 669 River Drive, Center 2, Elmwood Park, New Jersey 07407, (201) 703-3400, http://www.careinsite.com. -2- -----END PRIVACY-ENHANCED MESSAGE-----