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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1999
REGISTRATION NO. 333-05111
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
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)
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DELAWARE 95-4635504
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1 WELLPOINT WAY
THOUSAND OAKS, CALIFORNIA 91362
(Address of principal executive offices) (zip code)
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WELLPOINT HEALTH NETWORKS INC. EMPLOYEE STOCK PURCHASE PLAN
WELLPOINT HEALTH NETWORKS INC. 1994 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 plans)
---------------
THOMAS C. GEISER, ESQ.
Executive Vice President and General Counsel
WELLPOINT HEALTH NETWORKS INC.
1 WellPoint Way, Thousand Oaks, California 91362
(Name and address of agent for service)
(805) 557-6110
(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
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This Post-Effective Amendment No. 3 to the 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, as
amended, and Rule 462 thereunder.
REALLOCATION
On June 4, 1996, WellPoint Health Networks Inc. (the
"Registrant") registered (i) 2,600,000 shares of Common Stock for issuance
under the WellPoint Health Networks Inc. Stock Option/Award Plan which was
implemented in 1994 (the "1994 Plan") and (ii) 2,000,000 shares of Common
Stock for issuance under the WellPoint Health Networks Inc. Employee Stock
Option Plan (the "Employee Plan") on Form S-8 Registration Statement Number
333-05111. On May 11, 1999, such shares of Common Stock were incorporated
into the WellPoint Health Networks Inc. 1999 Stock Incentive Plan (the "1999
Plan"), which is the successor to the 1994 and Employee Plans. Therefore, the
Registrant is hereby reallocating to the 1999 Plan the 2,600,000 shares
previously registered under the 1994 Plan and the 2,000,000 shares previously
registered under the Employee Plan, with such reallocation to be effective
immediately upon the filing of this Post-Effective Amendment. The Registrant
will reregister such shares under the 1999 Plan on a new Form S-8
Registration Statement. No further option grants or stock awards will be made
under the 1994 Plan or the Employee Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the 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 Thousand Oaks, State
of California, on this 28th day of June, 1999.
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Leonard D. Schaeffer*
------------------------------
Leonard D. Schaeffer
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Leonard D. Schaeffer* Chairman of the Board of Directors June 28, 1999
- ------------------------------- and Chief Executive Officer
Leonard D. Schaeffer (Principal Executive Officer)
/s/ David C. Colby Executive Vice President and Chief Financial June 28, 1999
- ------------------------------- Officer (Principal Financial Officer)
David C. Colby
/s/ S. Louise McCrary Senior Vice President and Chief Accounting June 28, 1999
- ------------------------------- Officer (Principal Accounting Officer)
S. Louise McCrary
/s/ W. Toliver Besson* Director June 28, 1999
- -------------------------------
W. Toliver Besson
/s/ Roger E. Birk* Director June 28, 1999
- -------------------------------
Roger E. Birk
/s/ Stephen L. Davenport* Director June 28, 1999
- -------------------------------
Stephen L. Davenport
/s/ Julie A. Hill* Director June 28, 1999
- -------------------------------
Julie A. Hill
/s/ Elizabeth A. Sanders* Director June 28, 1999
- -------------------------------
Elizabeth A. Sanders
*By /s/ Thomas C. Geiser, Esq.
--------------------------------
Thomas C. Geiser, Esq.
Attorney-in-Fact
</TABLE>
