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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1 to FORM 10-Q)

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarter ended June 30, 2002

Commission File No.: 001-8833

HealthStream, Inc.

(Exact name of registrant as specified in its charter)
     
Tennessee   62-1443555
 
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    
     
209 10th Avenue South, Suite 450    
Nashville, Tennessee   37203
 
(Address of principal executive offices)   (Zip Code)

(615) 301-3100

(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 x   No o

As of August 13, 2002, 20,408,312 shares of the Registrant’s common stock were outstanding.

 

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Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT INDEX
Section 906 Certification of the CEO
Section 906 Certification of the CFO

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Explanatory Note

This amendment of the HealthStream, Inc. Form 10-Q for the quarter ended June 30, 2002, includes the certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The certifications were signed and delivered to the Securities and Exchange Commission via EDGAR as separate correspondence on August 14, 2002. The certifications were intended to be filed as exhibits to the Form 10-Q, rather than as separate correspondence. This amendment is to file the certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 as Exhibit 99.1 and Exhibit 99.2 to the Form 10-Q for the quarter ended June 30, 2002.

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits

     
99.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
99.2   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (b)  Reports on Form 8-K

       None

 

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SIGNATURE

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.

         
    HEALTHSTREAM, INC.
 
       
 
    By:   /s/ Arthur E. Newman
Arthur E. Newman
Chief Financial Officer
August 15, 2002

 

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EXHIBIT INDEX

     
99.1   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
99.2   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  





                                  Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of HealthStream, Inc. (the "Company") on
Form 10-Q for the period ending June 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), Robert A. Frist, Chief
Executive Officer of the Company certifies, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)     The Report fully complies with the requirements of Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934; and

        (2)     The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of
                operations of the Company.



/s/ ROBERT A. FRIST
- -------------------------------------
Robert A. Frist
Chief Executive Officer
August 14, 2002






                                  Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of HealthStream, Inc. (the "Company") on
Form 10-Q for the period ending June 30, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), Arthur E. Newman, Chief
Financial Officer of the Company certifies, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

        (1)     The Report fully complies with the requirements of Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934; and

        (2)     The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of
                operations of the Company.



/s/ ARTHUR E. NEWMAN
- -------------------------------------
Arthur E. Newman
Chief Financial Officer
August 14, 2002