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WBMD > SEC Filings for WBMD > Form 8-K on 19-Oct-2012All Recent SEC Filings

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Entry into a Material Definitive Agreement, Material Modification to Rights of

Item 1.01. Entry into a Material Definitive Agreement.

On October 18, 2012, the Board of Directors of WebMD Health Corp. (the "Company") adopted and the Company entered into an Amendment to Rights Agreement (the "Amendment"), which amends and supplements the Rights Agreement, dated as of November 2, 2011 (the "Rights Agreement"), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent.

The purpose of the Amendment is to:

extend the expiration date of the Rights Agreement from October 31, 2012 to October 31, 2014;

provide that equity compensation awards to directors will not be included in determining whether a stockholder becomes an "Acquiring Person" under the Rights Agreement; and

decrease the purchase price payable by holders of rights issued under the Rights Agreement upon exercise of such rights from $153.00 to $66.29.

No other changes to the Rights Agreement were made.

The Rights Agreement, as amended, will be presented for ratification by the Company's stockholders at the 2013 Annual Meeting of Stockholders of the Company.

Pursuant to General Instruction B.3 of Form 8-K, the description of the Rights Agreement included in the Current Report on Form 8-K filed by the Company on November 3, 2011 is incorporated by reference into this Item 1.01. That description of the Rights Agreement and the description of the Amendment in this Item 1.01 are qualified in their entirety by reference to: the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference; and the Rights Agreement, which was filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A, dated November 3, 2011.

Item 3.03. Material Modification to Rights of Security Holders.

The information included in Item 1.01 above is incorporated by reference herein. The Amendment to the Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

Number                                    Description

4.1          Amendment to Rights Agreement, dated as of October 18, 2012, between
             WebMD Health Corp. and American Stock Transfer & Trust Company, LLC,
             as Rights Agent

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