Healtheon/WebMD Responds to Questions
ATLANTA, Aug. 7 /PRNewswire/ -- Healtheon/WebMD Corporation (Nasdaq: HLTH) issued a statement in response to recent inquiries concerning previously announced plans by Mr. James H. Clark, a director of the Company, to purchase Healtheon/WebMD common stock and an article in the August 6, 2000 issue of The New York Times, which questioned why Mr. Clark has not purchased more stock. On April 7, 2000, Mr. Clark announced his intention to purchase up to $200 million of Healtheon/WebMD common stock in the open market. As disclosed by Mr. Clark in public filings with the Securities and Exchange Commission, since April 7 Mr. Clark has purchased approximately 475,000 shares at a cost of approximately $9 million.
The Company explained that all directors of the Company have been and currently are prohibited from purchasing stock due to their access to potentially material non-public information concerning the Company's pending merger with Medical Manager Corporation and, more recently, the pending release of the Company's financial results for the quarter ended June 30, 2000. Federal Securities laws, as well as the Company's own insider trading policies, prohibit insiders from purchasing stock while in possession of material non-public information.
The Company also noted that, as previously announced, Mr. Clark's purchases will be made pursuant to the safe harbor provisions of SEC Rule 10b- 18, which contain restrictions on the time and manner of purchases. Among other restrictions, Mr. Clark will not be able to make purchases under Rule 10b-18 between the mailing of the proxy statements related to the Company's pending mergers with Medical Manager Corporation, CareInsite, and OnHealth and the consummation of those mergers. The Company cautioned that it will continue to prohibit insiders, including Mr. Clark, from purchasing Company stock during periods when they may have access to material, non-public information, and that, in order to avoid pre-mature or incomplete disclosures, it will not announce such periods.
Mr. Clark stated, "My intentions have not changed. In these market conditions I intend to re-enter the market as soon as I am permitted to do so." As previously announced, these purchases may be effected by either Mr. Clark or by others with whom he is associated. These purchases will be made pursuant to SEC Rule 10b-18 and may be discontinued at any time.
The Company noted that Mr. John Doerr, another director who also announced an intention to purchase Healtheon/WebMD common stock, has been under the same restrictions as Mr. Clark. Mr. Doerr was traveling and could not be reached for comment. |
