<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1999.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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)
<TABLE>
<S> <C>
DELAWARE 95-4635504
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
</TABLE>
1 WELLPOINT WAY, THOUSAND OAKS, CALIFORNIA 91362
(805) 557-6300
(Address including zip code, telephone number, including area code, of
Registrant's principal executive offices)
THOMAS C. GEISER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1 WELLPOINT WAY
THOUSAND OAKS, CALIFORNIA 91362
(805) 557-6110
(Name, address, including zip code, and Telephone number, including area code,
of agent for service)
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Copies to:
William L. Hudson, Esq. Gary Olson, Esq.
Gibson, Dunn & Crutcher LLP Latham & Watkins
One Montgomery Street, Telesis Tower 633 West Fifth Street, Suite 4000
San Francisco, California 94104 Los Angeles, CA 90071
(415) 393-8231 (213) 485-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ _____333-80153_____
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share.................................. 1,150,000 $81.00 $93,150,000 $25,896
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(1) Includes 150,000 shares which the underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for purposes of computing the registration fee.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933, as amended. The contents of
Registration Statement No. 333-80153 filed with the Securities and Exchange
Commission on June 7, 1999, as amended, including exhibits thereto, and declared
effective by the Commission on June 28, 1999, are hereby incorporated in this
Registration Statement by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 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, California, on the 28th day of June, 1999.
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<S> <C> <C>
WELLPOINT HEALTH NETWORKS INC.
By: /s/ THOMAS C. GEISER
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Thomas C. Geiser
EXECUTIVE VICE PRESIDENT
</TABLE>
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 indicated below on the 28th day of June, 1999.
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------ --------------------------
<C> <S>
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (Principal Executive
Leonard D. Schaeffer Officer)
Executive Vice President
* and Chief Financial
- ------------------------------ Officer (Principal
David C. Colby Financial Officer)
Senior Vice President,
* Chief Accounting Officer
- ------------------------------ and Controller
Louise McCrary (Principal Accounting
Officer)
*
- ------------------------------ Director
W. Toliver Besson
*
- ------------------------------ Director
Roger E. Birk
*
- ------------------------------ Director
Sheila P. Burke
*
- ------------------------------ Director
Stephen L. Davenport
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
- ------------------------------ --------------------------
<C> <S>
*
- ------------------------------ Director
Julie A. Hill
*
- ------------------------------ Director
Elizabeth A. Sanders
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ THOMAS C. GEISER
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Thomas C. Geiser
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
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<C> <S>
5.1....... Opinion of Gibson Dunn & Crutcher LLP.
23.1...... Consent of PricewaterhouseCoopers LLP.
23.2...... Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed herewith as Exhibit 5.1).
23.3...... Consent of Ernst & Young LLP.
24.1...... Power of Attorney (see signature page of Registration Statement No. 333-80153 filed with the Commission
on June 7, 1999, as amended, and incorporated herein by reference).
</TABLE>
<PAGE>
GIBSON, DUNN & CRUTCHER LLP
LAWYERS
ONE MONTGOMERY STREET
TELESIS TOWER
SAN FRANCISCO, CALIFORNIA 94104-4505
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(415) 393-8200
FACSIMILE: (415) 986-5309
June 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: WELLPOINT HEALTH NETWORKS, INC./FORM S-3 REGISTRATION STATEMENT
Ladies and Gentlemen:
We are acting as counsel to WellPoint Health Networks Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of
a Registration Statement (the "462(b) Registration Statement") pursuant to
Rule 462(b) of the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration under the Securities Act of an additional
1,150,000 shares (the "Shares") of the Common Stock of the Company, par value
$.01 per share. The 462(b) Registration Statement to be used for the offer
and sale of the Shares is filed in connection with the proposed offering by
the California HealthCare Foundation described in the Registration Statement
on Form S-3 (Registration No. 33-80153) filed on June 7, 1999, as amended,
which was declared effective by the Commission on June 28, 1999.
For purposes of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary under the circumstances and,
as part of such examination, we have examined, among other things, originals
and copies, certified or otherwise, identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed
necessary or appropriate. For the purposes of such examination, we have
assumed the genuineness of all signatures on original documents and the
conformity to original documents of all copies submitted to us.
On the basis of and in reliance upon the forgoing examinations and
assumptions, we are of the opinion that the Shares have been duly and validly
authorized by the Company, and when issued and delivered in accordance with
the terms of the applicable underwriting agreements will be fully paid and
non-assessable shares of Common Stock.
This opinion is limited to California and federal law.
This opinion may not be quoted in whole or in part without our prior
written consent.
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the prospectus relating to the issuance of the
Shares which forms a part of the 462(b) Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 11, 1999 relating to the
financial statements, which appears in WellPoint Health Networks Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to the
references to us under the headings "Experts" and "Summary Consolidated
Financial and Operating Data" in such Registration Statement.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
June 29, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement on Form S-3 (No. 333- ) and related Prospectus of
WellPoint Health Networks Inc. for the registration of shares of its common
stock and to the incorporation by reference therein of our report dated February
5, 1999, with respect to the consolidated financial statements of Cerulean
Companies, Inc. included in Amendment No. 5 to the Registration Statement (Form
S-4 No. 333-64955) filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Atlanta, Georgia
June 22, 1999
