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As filed with the Securities and Exchange Commission on August 5, 1997
Registration Nos. 333-05111
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
WELLPOINT HEALTH NETWORKS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4635504
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
21555 OXNARD STREET
WOODLAND HILLS, CALIFORNIA 91367
(Address of principal executive offices) (Zip Code)
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 titles of the Plans)
THOMAS C. GEISER
Executive Vice President, General Counsel and Secretary
WellPoint Health Networks Inc.
21555 Oxnard Street, Woodland Hills, CA 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.
Brobeck, Phleger & Harrison LLP
One Market Plaza
Spear Street Tower
San Francisco, California 94105
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Amount to be Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Registered per Share Price Registration Fee
====================================================================================================================================
<S> <C> <C> <C> <C>
See below.* N/A(*) N/A* N/A* N/A*
====================================================================================================================================
</TABLE>
(*) No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement No. 333-05111.
Therefore, no further registration fee is required.
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WELLPOINT HEALTH NETWORKS INC.
POST-EFFECTIVE AMENDMENT NO. 2
TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the "Amendment") to the
Registrant's Registration Statement on Form S-8 (File No. 333-05111) (the
"Registration Statement") is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "1933 Act") by WellPoint Health Networks
Inc., a Delaware corporation ("WellPoint Delaware" or the "Registrant"), which
is the successor to WellPoint Health Networks Inc., a California corporation
("WellPoint California"), following a statutory merger effective on August 4,
1997 (the "Merger") for the purpose of changing WellPoint California's state of
incorporation to the State of Delaware. Prior to the Merger, WellPoint Delaware
had only nominal assets and liabilities. In connection with the Merger,
WellPoint Delaware succeeded by operation of law to all of the assets and
liabilities of WellPoint California. The Merger was approved by the shareholders
of WellPoint California at a meeting for which proxies were solicited pursuant
to Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
Except as modified by this Amendment, WellPoint Delaware, by virtue of
this Amendment, expressly adopts the Registration Statement as its own
registration statement for all purposes of the 1933 Act and the Exchange Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of the Registrant's predecessor, WellPoint
California, filed with the Commission (File No. 1-14340) are incorporated by
reference:
(a) WellPoint California's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) WellPoint California's Quarterly Report on Form 10-Q for the
quarter ending March 31, 1997;
(c) WellPoint California's Current Reports on Form 8-K, dated January
2, 1997, and March 14, 1997 (as amended by Amendment No. 1 on Form
8-K/A filed May 14, 1997);
(d) WellPoint California's Definitive Proxy Statement on Schedule 14A
filed May 8, 1997;
(e) WellPoint California's latest annual report for the Salary Deferral
Savings Program on Form 11-K filed with the SEC on June 27, 1997.
The following documents of the Registrant filed with the Commission
(File No. 001-13803) are incorporated by reference:
(a) The Registrant's Registration Statement on Form 8-B filed with the
SEC on June 12, 1997, pursuant to Section 12(g) of the Exchange
Act; and
(b) The Registrant's Current Report on Form 8-K, dated August 5, 1997.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this Amendment to the 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 Amendment to the 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 Amendment to the 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.
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 a Delaware corporation. Section 145 of the
General Corporate law of the state of Delaware (the "Delaware Law") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceedings, whether civil, criminal, administrative or investigative (other
than action by or in the right of such corporation), by reason of fact that such
person was an officer or director of such corporation, or is or was serving at
the request of such
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corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
illegal. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.
The Registrant's Certificate of Incorporation provides that
the liability of the Registrant's directors to the Registrant or the
Registrant's stockholders for monetary damages for breach of fiduciary duty will
be eliminated to the fullest extent permissible under Delaware law except for
(i) breaches of the duty of loyalty; (ii) acts or omissions not in good faith or
involving intentional misconduct or knowing violations of the law; (iii) the
payment of unlawful dividends or unlawful stock repurchases or redemptions; or
(iv) transactions in which a director received an improper personal benefit.
The effect of these provisions is to eliminate the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty of care as a director (including breaches resulting
from negligent or grossly negligent behavior) except in certain limited
situations. These provisions do not limit or eliminate the rights of the
Registrant or any stockholder to seek non-monetary relief such as an injunction
or recision in the event of a breach of a director's duty of care. These
provisions will not alter the liability of directors under federal securities
law.
The Registrant's Bylaws provide that the Registrant will
indemnify each present and former director and officer of the Registrant or a
predecessor company and each of their respective subsidiaries, as such companies
exist or have existed, and such agents of the Registrant as the Board of
Directors shall determine, to the fullest extent provided by Delaware law.
In addition, the Registrant has entered into indemnification
agreements with its directors and certain officers that provide for the maximum
indemnification permitted by law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following additional exhibits are filed herewith.
Exhibit
Number Exhibit
------- -------
4.1 Restated Certificate of Incorporation of the
Registrant. Incorporated by reference to Exhibit 3.1 to
the Registrant's Current Report on Form 8-K filed
August 5, 1997.
4.2 Bylaws of the Registrant. Incorporated by reference to
Appendix B of the Definitive Proxy Statement of
WellPoint California, on Schedule 14A filed May 8,
1997, File No. 333-03292- 01.
4.3 Agreement of Merger dated as of July 22, 1997, by and
among the Registrant, WellPoint Health Networks Inc., a
California corporation, and WLP Acquisition Corp.
Incorporated by reference to Exhibit 3.3 to the
Registrant's Current Report on Form 8-K filed August 5,
1997.
4.4 Agreement and Plan of Reorganization. Incorporated by
reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed August 5, 1997.
5.1 Opinion of Brobeck Phleger & Harrison L.L.P.
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23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young L.L.P.
23.3 Consent of Brobeck Phleger & Harrison L.L.P. is
contained in Exhibit 5.1.
24 Power of Attorney. Reference is made to the signature
page of this Post-Effective Amendment No. 2 to the
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
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 Exchange Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act 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 Registrant's
Employee Stock Purchase Plan, Stock Option/Award Plan, Employee Stock Option
Plan and/or Salary Deferral Savings Program.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, 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 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing or Form S-8 and has duly caused this
Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Los Angeles, California, on the 5th
day of August, 1997.
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Leonard D. Schaeffer
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Leonard D. Schaeffer
Chairman of the Board and Chief Executive
Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Leonard D.
Schaeffer and Thomas C. Geiser, and each of one of them, his true and lawful
attorneys-in-fact and agents, 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 regulations 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 Post-Effective Amendment No. 2 and to any and all instruments or
documents filed as part of or in conjunction with this Post-Effective Amendment
No. 2 or amendment 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 executed in multiple counterparts, each
of which shall be deemed an original, but which taken together shall constitute
an instrument.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 has been signed by the following persons in the
capacities indicated on the 5th day of August, 1997.
Signature Title
- --------- -----
/s/ Leonard D. Schaeffer Chairman of the Board and Chief Executive
- --------------------------- Officer (Principal Executive Officer)
Leonard D. Schaeffer
/s/ Howard G. Phanstiel Executive Vice President, Finance and
- --------------------------- Information Services Principal Financial Officer)
Howard G. Phanstiel
/s/ S. Louise McCrary Vice President, Chief Accounting Officer and
- --------------------------- Controller(Principal Accounting Officer)
S. Louise McCrary
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/s/ David R. Banks Director
- ---------------------------
David R. Banks
/s/ W. Toliver Besson Director
- ---------------------------
W. Toliver Besson
/s/ Roger E. Birk Director
- ---------------------------
Roger E. Birk
/s/ Sheila P. Burke Director
- ---------------------------
Sheila P. Burke
/s/ Stephen L. Davenport Director
- ---------------------------
Stephen L. Davenport
/s/ Julie A. Hill Director
- ---------------------------
Julie A. Hill
/s/ Elizabeth A. Sanders Director
- ---------------------------
Elizabeth A. Sanders
Salary Deferral Savings Program. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Salary Deferral Savings Program of
WellPoint Health Networks Inc. has caused this Post-Effective Amendment No. 2 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Los Angeles, State of California, on this 5th day of August, 1997.
SALARY DEFERRAL SAVINGS PROGRAM
OF WELLPOINT HEALTH NETWORKS INC.
By: /s/ Thomas C. Geiser
----------------------------
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EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------- -------
4.1 Restated Certificate of Incorporation of the
Registrant. Incorporated by reference to Exhibit 3.1 to
the Registrant's Current Report on Form 8-K filed
August 5, 1997.
4.2 Bylaws of the Registrant. Incorporated by reference to
Appendix B of the Definitive Proxy Statement of
WellPoint California, on Schedule 14A, filed May 8,
1997, File No. 333-03292-01.
4.3 Agreement of Merger dated as of July 22, 1997, by and
among the Registrant, WellPoint health Networks Inc., a
California corporation, and WLP Acquisition Corp.
Incorporated by reference to Exhibit 3.3 to the
Registrant's Current Report on Form 8-K filed August 5,
1997.
4.4 Agreement and Plan of Reorganization. Incorporated by
reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed August 5, 1997.
5.1 Opinion of Brobeck Phleger & Harrison L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ernst & Young L.L.P.
23.3 Consent of Brobeck Phleger & Harrison L.L.P. is
contained in Exhibit 5.1.
24 Power of Attorney. Reference is made to the signature
page of this Post-Effective Amendment No. 2 to the
Registration Statement.
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August 5, 1997
WellPoint Health Networks Inc.
21555 Oxnard Street
Woodland Hills, CA 91367
Re: Post-Effective Amendment No. 2 to the Registration
Statement on Form S-8 ("Registration Statement") of
WellPoint Health Networks Inc.
Ladies and Gentlemen:
We have acted as counsel to WelllPoint Health Networks Inc., a
Delaware corporation (the "Registrant"), with respect to the issuance of this
opinion relating to the proposed offering by the Registrant of up to Five
Million Five Hundred Thousand (5,500,000) shares (the "Shares") of the Common
Stock of the Registrant, par value $.01 per share (the "Common Stock"), pursuant
to certain employee benefit plans (the "Plans").
As such counsel, we have examined such corporate records,
certificates and other documents and have made such other factual and legal
investigations as we have deemed relevant and necessary as the basis for the
opinions hereinafter expressed. In such examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as conformed or photostatic copies.
Based on the foregoing, we are of the opinion that:
1. The issuance by the Registrant of the Shares pursuant to
the Plans has been duly authorized by all necessary corporate action on the part
of the Registrant.
2. When issued pursuant to the Plans, the Shares will be duly
and validly issued and outstanding, fully paid and non-assessable shares of
Common Stock.
We hereby consent to the filing of this opinion as an exhibit
to the Post-Effective Amendment No. 2 to the Registration Statement.
Very truly yours,
BROBECK, PHLEGER & HARRISON L.L.P.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
WellPoint Health Networks Inc., on Post Effective Amendment No. 2 to Form S-8
(File No. 333-05111) of our report dated February 14, 1997, on our audits of
the consolidated financial statements of WellPoint Health Networks Inc. and our
report dated June 24, 1997, on our audit of the financial statements for the
Salary Deferral Savings Program of WellPoint Health Networks Inc.
/s/ COOPERS & LYBRAND LLP
COOPERS & LYBRAND LLP
Los Angeles, California
July 31, 1997
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment
No. 2 to the Registration Statement (Form S-8 No. 333-05111) of WellPoint Health
Networks Inc. pertaining to the WellPoint Health Networks Inc. Employee Stock
Purchase Plan, WellPoint Health Networks Inc. Stock Option/Award Plan,
WellPoint Health Networks Inc. Employee Stock Option Plan and Salary Deferral
Savings Program of WellPoint Health Networks Inc., of our report dated May 12,
1997, with respect to the combined financial statements of The Group Benefits
Operations of John Hancock Mutual Life Insurance Company and subsidiaries
included in Amendment No. 1 on Form 8-K/A to WellPoint Health Networks Inc.'s
Current Report on Form 8-K dated March 1, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG
LLP
Boston, Massachusetts
August 1, 1997
