Amended Quarterly Report

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form 10-Q/A
 
Amendment No. 1
 
     
þ
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2011
or
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from            to           
 
Commission File Number: 0-51547
 
 
 
 
WEBMD HEALTH CORP.
(Exact name of registrant as specified in its charter)
 
     
Delaware
(State of incorporation) 		  20-2783228
(I.R.S. Employer Identification No.)
111 Eighth Avenue
New York, New York
(Address of principal executive office) 		  10011
(Zip code)
 
(212) 624-3700
(Registrant’s telephone number including area code)
 
 
 
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes þ      No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes þ      No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  þ Accelerated filer  o Non-accelerated filer  o Smaller reporting company  o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
 
Yes o      No  þ
 
As of May 4, 2011, the Registrant had 59,092,091 shares of Common Stock (including unvested shares of restricted Common Stock).
 

 

EXPLANATORY NOTE
 
The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, originally filed with the Securities and Exchange Commission on May 10, 2011, is to furnish Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part  I, Item 1 of the Form 10-Q. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
 
No other changes have been made to the Form 10-Q and the Form 10-Q has not been updated to reflect events occurring subsequent to the original filing date.


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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
WebMD Health Corp.
 
  By: 
/s/   Anthony Vuolo
Anthony Vuolo
Chief Operating Officer and
Chief Financial Officer
 
Date: June 8 , 2011


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EXHIBIT INDEX
 
         
Exhibit No.   Description
 
  3 .1   Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-8 filed on October 23, 2009
(Reg. No. 333-162651))
  3 .2   Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-8 filed on October 23, 2009
(Reg. No. 333-162651))
  4 .1   Indenture, dated as of January 11, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on January 14, 2011, to the Registrant’s Current Report on Form 8-K filed on January 11, 2011)
  4 .2   Form of 2.50% Convertible Note Due 2018 (included in Exhibit 4.1)
  4 .3   Indenture, dated as of March 14, 2011, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to Amendment No. 1, filed on March 15, 2011, to the Registrant’s Current Report on Form 8-K filed on March 14, 2011)
  4 .4   Form of 2.25% Convertible Note Due 2016 (included in Exhibit 4.3)
  31 .1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Registrant*
  31 .2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Registrant*
  32 .1   Section 1350 Certification of Chief Executive Officer of Registrant*
  32 .2   Section 1350 Certification of Chief Financial Officer of Registrant*
  99 .1   Explanation of Non-GAAP Financial Measures*
  100 .INS   XBRL Instance Document**
  100 .SCH   XBRL Taxonomy Extension Schema Document**
  100 .CAL   XBRL Taxonomy Extension Calculation Linkbase Document**
  100 .LAB   XBRL Taxonomy Extension Label Linkbase Document**
  100 .PRE   Taxonomy Extension Presentation Linkbase Document**
  100 .DEF   XBRL Taxonomy Extension Definition Linkbase Document**
 
 
* Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011.
 
** Furnished with this Amendment No. 1.


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