As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 333-05111
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Post Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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WELLPOINT HEALTH NETWORKS INC.
(Exact name of Registrant as specified in its charter)
California 95-3760980
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
21555 Oxnard Street
Woodland Hills, California 91367
(Address of principal executive offices) (zip code)
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WELLPOINT HEALTH NETWORKS INC. EMPLOYEE STOCK PURCHASE PLAN
WELLPOINT HEALTH NETWORKS INC. STOCK OPTION\AWARD PLAN
WELLPOINT HEALTH NETWORKS INC. EMPLOYEE STOCK OPTION PLAN
SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT HEALTH NETWORKS, INC
(Full title of the plan)
--------------------
LEONARD D. SCHAEFFER
Chairman of the Board and Chief
Executive Officer WELLPOINT
HEALTH NETWORKS INC.
21555 Oxnard Street, Woodland Hills, California 91367
(Name and address of agent for service)
(818) 703-4000
(Telephone number, including area code, of agent for service)
Copies to:
Barry W. Homer, Esq.
William L. Hudson, Esq.
Brobeck, Phleger & Harrison LLP
One Market Plaza
Spear Street Tower
San Francisco, California 94105
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<TABLE>
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933 and Rule 462 thereunder.
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered (1) Registered (2) per Share (3) Price (3) Fee (4)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value,
issued pursuant to:
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
WellPoint Health Networks Inc. 400,000 $35.625 $14,250,000 $ 4,914
Employee Stock Purchase Plan --------- -------- ----------- ----------
WellPoint Health Networks Inc. 2,600,000 $35.625 $92,625,000 $31,940
Stock Option\Award Plan --------- -------- ----------- ----------
WellPoint Health Networks Inc. 2,000,000 $35.625 $71,250,000 $24,569
Employee Stock Option Plan --------- -------- ----------- ----------
Salary Deferral Savings Program of 500,000 $35.625 $17,812,500 $ 6,142
WellPoint Health Networks Inc. (1) --------- -------- ----------- ----------
====================================================================================================================================
<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of plan
interests to be offered or sold pursuant to the Salary Deferral Savings
Program of WellPoint Health Networks Inc.
(2) This Registration Statement also covers any additional shares of Common
Stock that are acquired under the employee benefit plans listed above
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding
shares of Common Stock.
(3) Originally calculated solely for purposes of this offering under Rule
457(h) of the Securities Act of 1933 on the basis of the average of the
high and low selling price per share of Common Stock of WellPoint
Health Networks Inc. on May 30, 1996, as reported by the New York Stock
Exchange.
</FN>
<FN>
(4) All Fees due were paid with original filing of this Registration
Statement on June 4, 1996, and no additional fees are due herewith.
</FN>
</TABLE>
<PAGE>
This Post Effective Amendment No. 1 is being filed only to Revise the documents
incorporated by Reference to include Old WellPoint's Current Report on Form 8-K
dated March 31, 1996.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Certain Documents by Reference
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Commission by the Registrant:
(a) The Annual Report on Form 10-K for the year ended December 31,
1995 and Quarterly Report of Form 10-Q for the quarter ending
March 31, 1996 (File No. 01-11628) of WellPoint Health
Networks Inc., a Delaware corporation and a subsidiary of the
Registrant ("Old WellPoint"), which was merged into the
Registrant, which was renamed WellPoint Health Networks Inc.,
effective May 20, 1996;
(b) Old WellPoint's Current Reports on Form 8-K dated January 5,
1996, February 20, 1996, March 5, 1996 and March 31, 1996;
(c) The Registrant's Current Report on Form 8-K dated May 20,
1996;
(d) The description of the terms, rights and provisions applicable
to the Registrant's Common Stock contained in Registrant's
Registration Statement on Form 8-B, File No. 1-14340, filed
with the Commission on May 20, 1996 and any amendment or
report filed for the purpose of updating such description
filed after the date of this Registration Statement; and
(e) The Salary Deferral Savings Program of WellPoint Health
Network Inc.'s latest annual report on Form 11-K filed with
the Commission on June 29, 1995.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Registrant is incorporated in California. Under Section 317 of the
California Corporation Code (the "CCC"), a California corporation generally has
the power to indemnify its present and former directors and officers against
expenses, judgments, fines, settlements and other amounts actually paid and
reasonably incurred
II-1.
<PAGE>
by them in connection with any threatened, pending or completed action or
proceeding so long as they acted in good faith and in a manner they reasonably
believed to be in the best interests of the company, and with respect to any
criminal action, they had no reasonable cause to believe their conduct was
unlawful.
The Articles of Incorporation of the Registrant (the "Articles") and
the Bylaws of the Registrant (the "Bylaws") provide that the Registrant (i) must
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a director or an officer of the Registrant or
of a Predecessor Corporation (as defined below) against expenses (including, but
not limited to, attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such proceeding to the fullest extent and in the manner set forth in and
permitted by the CCC and any other applicable law, as from time to time in
effect and (ii) may indemnify any person who was or is a party or is threatened
to be made a party to any proceeding, by reason of the fact that he or she is or
was an employee or agent of the Registrant (or a Predecessor Corporation), or is
or was serving at the request of the Registrant (or a Predecessor Corporation),
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including, but not
limited to, attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such proceeding to
the extent and in the manner set forth in and permitted by the CCC and any other
applicable law as from time to time in effect. For purposes of the Articles and
the Bylaws, "Predecessor Corporation" means WellPoint Health Networks Inc., a
Delaware corporation ("Old WellPoint"), and its subsidiaries, as such
corporations existed prior to the effective time of the merger of Old WellPoint
into Blue Cross of California (pursuant to the Amended and Restated
Recapitalization Agreement dated as of March 31, 1995 (the "Recapitalization
Agreement") among Blue Cross of California, a California nonprofit public
benefit corporation ("BCC"), Old WellPoint and Western Health Partnerships and
Western Foundation for Health Improvement. The Registrant is the surviving
corporation of such merger.
Section 204(a)(10) of the CCC provides that articles of incorporation
may, subject to certain provisos, contain a provision eliminating or limiting
the personal liability of a director for monetary damages in an action brought
by or in the right of the company for breach of a director's duty to the company
and its shareholders. The Articles provide that the liability of the directors
of the Registrant for monetary damages will be eliminated to the fullest extent
permissible under California law.
Pursuant to the Recapitalization Agreement, from and after the
effective time thereof, and for a period of six years thereafter, the Registrant
will continue the indemnification rights of present and former directors and
officers of BCC provided for in BCC's charter documents as in effect on the date
immediately prior to the conversion of BCC from a non-profit corporation to a
for-profit corporation (the "BCC Conversion"), with respect to indemnification
for acts and omissions occurring prior to the effective time for so long as such
matters that have arisen prior to the end of such six-year period remain
outstanding.
The Recapitalization Agreement also provides that, subject to certain
provisos, for three years after the effective time of the merger, the Registrant
will cause to be maintained the policies of the officers' and directors'
liability insurance maintained by BCC as in effect on the date immediately
preceding the BCC Conversion covering the persons who are presently covered by
such company's respective officers' and directors' liability policies with
respect to actions and omissions occurring prior to and including the effective
time to the extent available.
The preceding discussion of the Articles, the Bylaws, Sections 317 and
204(a)(10) of the CCC and the Recapitalization Agreement is not intended to be
exhaustive and is qualified in its entirety by reference to the Articles, the
Bylaws, Sections 317 and 204(a)(10) of the CCC and the Recapitalization
Agreement.
Item 7. Exemption from Registration Claimed
Not Applicable.
II-2.
<PAGE>
Item 8. Exhibits
Exhibit Number Exhibit
- ------------- -------
4.1 Amended and Restated Articles of Incorporation of the Company
(Filed as Exhibit 3.1 to the Company's Current Report on Form
8-K dated May 20, 1996 and incorporated herein by this
reference).
4.2 Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
Current Report on Form 8-K dated May 20, 1996 and incorporated
herein by this reference).
4.3 Agreement of Merger dated as of May 20, 1996 by and among the
Company, Old WellPoint, Western Health Partnerships and
Western foundation for Health Improvement (Filed as Exhibit
3.3 to the Company's Current Report on Form 8-K dated May 20,
1996 and incorporated herein by this reference).
4.4 Share Escrow Agent Agreement (Filed as Exhibit 99.4 to the
Company's Current Report on Form 8-K dated May 20, 1996 and
incorporated herein by this reference).
4.5 WellPoint Health Networks Inc. Employee Stock Purchase Plan.
(Filed electronically on June 4, 1996 as Exhibit 4.5 to this
Registration Statement.)
4.6 WellPoint Health Networks Inc. Stock Option\Award Plan. (Filed
electronically on June 4, 1996 as Exhibit 4.6 to this
Registration Statement.)
4.7 WellPoint Health Networks Inc. Employee Stock Option Plan.
(Filed electronically on June 4, 1996 as Exhibit 4.7 to this
Registration Statement.)
4.8 Salary Deferral Savings Program of WellPoint Health Networks
Inc. (Filed electronically on June 4, 1996 as Exhibit 4.8 to
this Registration Statement.)
5.1 Opinion of Brobeck Phleger & Harrison LLP. (Filed
electronically on June 4, 1996 as Exhibit 5.1 to this
Registration Statement.)
5.2 Internal Revenue Service determination letter, dated November
8, 1995, that the WellPoint Health Networks Inc. Salary
Deferral Savings Program is qualified under Section 401 of the
Internal Revenue Code. (Filed electronically on June 4, 1996
as Exhibit 5.2 to this Registration Statement.)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5. (Filed electronically on June 4, 1996 as Exhibit
23.2 to this Registration Statement.)
24 Power of Attorney. Reference is made to the signature page of
this Registration Statement.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement; and (2) that for the
purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
II-3.
<PAGE>
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference into the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4.
<PAGE>
SIGNATURES
Registrant. Pursuant to the requirements of the Securities Act
of 1933, as amended, Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Woodland Hills, State of
California, on this 7th day of June, 1996.
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Thomas C. Geiser
-----------------------------------
Thomas C. Geiser
Executive Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of WellPoint
Health Networks Inc., a California corporation, do hereby constitute and appoint
Leonard D. Schaeffer, Chairman of the Board of Directors and Chief Executive
Officer and Thomas C. Geiser, Esq., Executive Vice President, General Counsel
and Secretary, or any one of them, the lawful attorney-in-fact and agent, each
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorney and agent determines may be
necessary or advisable or required to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules or regulation or requirements
of the Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
*
- ------------------------ Chairman of the Board of Directors June 7, 1996
Leonard D. Schaeffer and Chief Executive Officer
(Principal Executive Officer)
*
- ------------------------ Executive Vice President, Finance June 7, 1996
Howard G. Phanstiel and Information Services (Principal
Financial Officer)
II-5.
<PAGE>
Signatures Title Date
- ---------- ----- ----
*
- -------------------------- Senior Vice President and June 7, 1996
Yon Y. Jorden Chief Financial Officer (Principal
Accounting Officer)
*
- -------------------------- Director June 7, 1996
David R. Banks
*
- -------------------------- Director June 7, 1996
W. Toliver Besson, Esq.
*
- -------------------------- Director June 7, 1996
Roger E. Birk
*
- -------------------------- Director June 7, 1996
Stephen L. Davenport
*
- -------------------------- Director June 7, 1996
Julie A. Hill
*
- ------------------------- Director June 7, 1996
Robert T. Knight
*
- ------------------------- Director June 7, 1996
Elizabeth A. Sanders
* By /s/ Thomas C. Geiser
---------------------------------------
Thomas C. Geiser, Attorney-in-Fact
Salary Deferral Savings Program. Pursuant to the requirements
of the Securities Act of 1933, as amended, the 1994 Restatement of the Salary
Deferral Savings Program of WellPoint Health Networks, Inc. has caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Woodland Hills, State of
California, on this day of June 7, 1996.
SALARY DEFERRAL SAVINGS PROGRAM OF WELLPOINT
HEALTH NETWORKS, INC.
By: /s/ Thomas C. Geiser
-----------------------------------------
II-6.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
WELLPOINT HEALTH NETWORKS INC.
II-7.
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
4.1 Amended and Restated Articles of Incorporation of the Company
(Filed as Exhibit 3.1 to the Company's Current Report on Form
8-K dated May 20, 1996 and incorporated herein by this
reference).
4.2 Bylaws of the Company (Filed as Exhibit 3.2 to the Company's
Current Report on Form 8-K dated May 20, 1996 and incorporated
herein by this reference).
4.3 Agreement of Merger dated as of May 20, 1996 by and among the
Company, Old WellPoint, Western Health Partnerships and Western
foundation for Health Improvement (Filed as Exhibit 3.3 to the
Company's Current Report on Form 8-K dated May 20, 1996 and
incorporated herein by this reference).
4.4 Share Escrow Agent Agreement (Filed as Exhibit 99.4 to the
Company's Current Report on Form 8-K dated May 20, 1996 and
incorporated herein by this reference).
4.5 WellPoint Health Networks Inc. Employee Stock Purchase Plan.
(Filed electronically on June 4, 1996 as Exhibit 4.5 to this
Registration Statement.)
4.6 WellPoint Health Networks Inc. Stock Option\Award Plan (Filed
electronically on June 4, 1996 as Exhibit 4.6 to this
Registration Statement.)
4.7 WellPoint Health Networks Inc. Employee Stock Option Plan
(Filed electronically on June 4, 1996 as Exhibit 4.7 to this
Registration Statement.)
4.8 Salary Deferral Savings Program of WellPoint Health Networks
Inc. (Filed electronically on June 4, 1996 as Exhibit 4.8 to
this Registration Statement.)
5.1 Opinion of Brobeck Phleger & Harrison LLP (Filed electronically
on June 4, 1996 as Exhibit 5.1 to this Registration Statement.)
5.2 Internal Revenue Service determination letter, dated November
8, 1995, that the WellPoint Health Networks Inc. Salary
Deferral Savings Program is qualified under Section 401 of the
Internal Revenue Code (Filed electronically on June 4, 1996 as
Exhibit 5.2 to this Registration Statement.)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5. (Filed electronically on June 4, 1996 as Exhibit
23.2 to this Registration Statement.)
24 Power of Attorney. Reference is made to the signature page of
this Registration Statement.
EXHIBIT 23.1
Consent of Coopers & Lybrand L.L.P.
II-13.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 of our reports dated
February 20, 1996, on our audits of the consolidated financial statements of
WellPoint Health Networks Inc. and Subsidiaries and our audits of the Blue Cross
of California Commercial Operations and our report dated February 23, 1996,
except for Note 12 as to which the date is March 1, 1996, on our audits of the
Post-Reorganization combined financial statements of the Life & Health Benefits
Management Division of Massachusetts Mutual Life Insurance Company and
Subsidiaries.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Los Angeles, California
June 7, 1996
