<PAGE>
<TABLE>
<S><C>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1999
REGISTRATION NO. 333-_____
===================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
1 WELLPOINT WAY
THOUSAND OAKS, CALIFORNIA 91362
(Address of principal executive offices) (zip code)
---------------
WELLPOINT HEALTH NETWORKS INC. 1999 STOCK INCENTIVE PLAN
WELLPOINT HEALTH NETWORKS INC. COMPREHENSIVE EXECUTIVE NON-QUALIFIED RETIREMENT PLAN
WELLPOINT HEALTH NETWORKS INC. BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
(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
---------------
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, as amended, (the "1933 Act") and Rule 462
thereunder.
===================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Share Price Fee
- ------------------------------------------- --------------------- --------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value,
issued pursuant to:
1999 Stock Incentive Plan (1) 10,500,000 shares:
-------------------
3,500,000 shares(2) $89.15625(2) $312,046,875(2) $87,014.00(2)
5,000,000 shares(3) N/A(5) N/A(5) N/A(5)
2,000,000 shares(4) N/A(5) N/A(5) N/A(5)
Deferred Compensation Obligations (6) $10,000,000 100% $10,000,000(7) $2,780.00
===============================================================================================================
</TABLE>
(1) This Registration Statement also covers any additional shares of Common
Stock that are issued under the Registrant's 1999 Stock Incentive Plan
(the "1999 Plan") 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
Registrant's outstanding shares of Common Stock.
(2) 3,200,000 of these shares were approved for issuance under the 1999
Plan, effective as of May 11, 1999. The remaining 300,000 shares were
originally approved for issuance under the Registrant's Employee Stock
Option Plan (the "Employee Plan") but subsequently incorporated into
the 1999 Plan. Such shares have not been previously registered. The
filing fee with respect to the 3,500,000 shares is 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 June 22,
1999, as reported by the New York Stock Exchange.
(3) Up to 5,000,000 shares were incorporated into the 1999 Plan from the
Registrant's Stock Option/Stock Award Plan which was implemented in
1994 (the "1994 Plan"). Such shares were previously registered on the
following Form S-8 Registration Statements; (a) as to 2,600,000 shares,
on Registration Statement No. 333-05111 filed on June 4, 1996, as
amended by Post-Effective Amendment No. 1 filed on June 10, 1996 and
Post-Effective No. 2 filed on August 5, 1997 (the "1996 Registration
Statement"), and (b) as to 2,400,000 shares, on Registration Statement
No. 333-33013 filed on August 5, 1997 (the "1997 Registration
Statement").
(4) Up to 2,000,000 shares which were previously reserved for issuance
under the Employee Plan and registered on the 1996 S-8 Registration
Statement which have been incorporated into the 1999 Plan.
(5) Under General Instruction E, the Registration Fee with respect to the
1999 Plan is calculated solely on the basis of 3,500,000 shares of
Common Stock newly authorized for issuance under (or incorporated into)
the 1999 Plan. The applicable filing fees for the 5,000,000 shares in
the aggregate incorporated into the 1999 Plan from the 1994 Plan were
paid in connection with the 1996 and 1997 S-8 Registration Statements
and the applicable filing fees for the 2,000,000 shares incorporated
into the 1999 Plan from the Employee Plan were paid in connection with
the 1997 Registration Statement.
(6) The deferred compensation obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance
with the terms of the Registrant's Comprehensive Executive
Non-qualified Retirement Plan and Board of Directors Deferred
Compensation Plan.
(7) Estimated solely for purposes of determining the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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 on
June 12, 1997, pursuant to Section 12(g) of the Exchange Act;
(b) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999; and
(d) Cerulean Companies, Inc. Consolidated Financial Statements and
the Unaudited Pro Forma Combined Condensed Financial
Statements contained in the Registrant's Registration
Statement on Form S-4 (Registration No. 333-64955).
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 (the "1934 Act") 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 designates 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
This Registration Statement relates, among other things, to
deferred compensation obligations of the Registrant outstanding under the
Registrant's Comprehensive Executive Non-qualified Retirement Plan (the
"Officers' Plan") and the Registrant's Board of Directors Deferred Compensation
Plan (the "Directors' Plan" and, with the Officers' Plan, the "Plans"). The
Officers' Plan is a non-qualified deferred compensation program under the
Internal Revenue Code which is designed to operate in conjunction with the
Registrant's Salary Deferral Savings Program (the "Savings Program") and the
Registrant's Pension Accumulation Plan (the "Pension Plan"). The Directors' Plan
is a non-qualified deferred compensation plan under the Internal Revenue Code
which is designed to allow non-employee directors of the Registrant to defer the
receipt of certain amounts otherwise payable to such directors.
The principal features of the Plans may be summarized as follows:
STRUCTURE. (a) The Officers' Plan is comprised of three separate
programs:
SUPPLEMENTAL SAVINGS PROGRAM DEFERRALS. Under this program
each selected participant will generally have the right, by prior
irrevocable election, to defer up to six percent (6%) of his or her
compensation for each calendar year for which the election is in
effect, after the participant has contributed the maximum dollar amount
which may be contributed on the participant's behalf to the Savings
Program for that year in compliance with the applicable limitations of
Internal Revenue Code Section 402(g)(1) or, if earlier, when the
participant's compensation has reached the limit established by
401(a)(17). In addition, this program will supplement the matching
contribution allocated to the participant's account each year
<PAGE>
under the Savings Program by providing such individual with a
supplemental matching contribution equal to seventy-five percent
(75%) of such participant's Supplemental Savings Deferral.
SUPPLEMENTAL PENSION PLAN CONTRIBUTIONS. This program will
supplement the pension contribution credited to the participant's "cash
balance" account each year under the Officers' Plan by providing such
individual with the actuarial equivalent of the amount which would have
otherwise been allocated to his or her Pension Plan account had that
allocation not been reduced by reason of the compensation limitation
imposed under Internal Revenue Code Sections 401(a)(17) and/or 415.
BASIC SALARY, BONUS AND OFFICER BENEFIT CREDIT DEFERRALS. This
program will permit the participant, by prior irrevocable election, to
defer, on a pay period basis, any whole percentage or whole dollar
amount of the cash portion of (i) the participant's base salary which
is in excess of $125,000, (ii) his or her annual Bonus and/or (iii) his
or her officer benefit credit attributable to a car allowance.
In addition, amounts earned pursuant to any special compensation
arrangement entered into between the participant and the Registrant for the
payment of non-qualified deferred compensation ("Special Deferred Compensation
Arrangements") may be credited to such participant's account under the Officers'
Plan.
(b) The Directors' Plan permits each non-employee director, by prior
irrevocable election, to defer on a quarterly basis, any whole dollar amount of
the cash portion of any annual retainer, board meeting fees or committee meeting
fees which would be received by such director from the Registrant.
ACCOUNTS. The Registrant will establish on its books and records a
special account for each individual for whom compensation is deferred or to whom
a benefit is allocated under either Plan. However, the Registrant's obligation
to pay the balance credited to such account will at all times be an unfunded and
unsecured obligation and rank on parity with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. However, because
the Registrant is a parent company, the right of the Registrant, hence the right
of creditors of the Registrant (including participants in the Plans), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a creditor of the subsidiary may be recognized. The
Registrant will be under no obligation to establish any trust, escrow
arrangement or other fiduciary relationship for the purpose of segregating funds
for the payment of the account balances maintained under the Plans. Although the
Registrant may establish a so-called "rabbi trust" in order to accumulate a
reserve for satisfying its liabilities under the Plans, no participant will have
any beneficial interest in those trust assets, and the assets will be available
for the satisfaction of creditor claims in the event of the Registrant's
insolvency or bankruptcy.
The Registrant's obligations under the Plans are not convertible into
any other security of the Registrant and will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the
Registrant. No trustee has been appointed having authority to take action with
respect to such obligations and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
obligations, enforcing covenants and taking action upon a default.
INVESTMENT RETURN. The balance credited to each participant's account
under the Plans will be credited with earnings, at periodic intervals, at a rate
equal to the actual rate of return for such period of an investment fund or
funds or index or indices selected by such participant from the range of
investment vehicles offered under the Savings Program.
VESTING. Each participant under the Officers' Plan will at all times be
100% vested in that portion of his or her account balance attributable to (i)
Supplemental Savings Program Deferrals and (ii) Basic Salary, Bonus and /or
Officer Benefit Credit Deferrals. The participant will vest in that portion of
his or her account balance attributable to Supplemental Pension Plan
Contributions and Special Deferred Compensation Arrangements in accordance with
the vesting schedule in effect under the Pension Plan and any Special Deferred
Compensation Arrangement. Each participant under the Directors' Plan will at all
times be 100% vested in his or her account balance.
<PAGE>
DISTRIBUTION. The account balance under each Plan will become payable,
based on the participant's election, upon the occurrence of one of the following
events: (i) the date of the participant's Retirement/Termination, (ii) the date
of the participant's death, (iii) the date, if any, specified by the participant
in his or her election or (iv) the earliest of any of (i), (ii) or (iii) above
elected by the participant. The vested portion of the participant's account will
be distributed, based on the participant's election, in one of the following
forms: (i) a lump sum, (ii) a series of annual installments, not to exceed 15 in
the case of the Officers' Plan and five in the case of the Directors' Plan or
(iii) a distribution schedule specified by the participant in his or her
election. The account balance may be distributed prior to the time elected by
the participant upon (i) the occurrence of an immediate and heavy financial need
for which the participant does not have any other resources reasonably available
or (ii) the forfeiture by the participant of fifteen percent (15%) of his or her
vested account balance. Accrued benefits may not otherwise be assigned or
alienated, to the maximum extent permitted by law.
AMENDMENT / TERMINATION. The Plans may be amended or terminated at any
time, but no such plan amendment or termination will adversely affect the
benefits which the participants have accrued to date under the Plans; provided
that the Registrant may make a current distribution of each participant's
account upon plan termination. Otherwise, the Registrant's obligations under the
Plans are not subject to redemption, in whole or in part, prior to the
individual payment dates specified by the participants.
There is no dollar limit on the total amount of compensation which may
be deferred by participants over the term of the Plans. As of May 31, 1999, the
total dollar amount of the Registrant's outstanding deferred compensation
obligations under the Officers' Plan was approximately $27,022,072.58 and under
the Directors' Plan was $0.
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
Delaware General Corporations Law (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 an action by or in the right of such corporation), by reason of the fact
that such person was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' 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 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
<PAGE>
or any stockholder to seek non-monetary relief such as an injunction or
rescission 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
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
4.1 WellPoint Health Networks Inc. Comprehensive
Executive Non-Qualified Retirement Plan, incorporated
by reference to Exhibit 4.6 of the Registrant's
Registration Statement on Form S-8 (Registration No.
333-42073).
4.2 WellPoint Health Networks Inc. Board of Directors
Deferred Compensation Plan, incorporated by reference
to Exhibit 10.52 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.
4.3 WellPoint Health Networks Inc. 1999 Stock Incentive
Plan, incorporated by reference to Annex I to the
Proxy Statement of the Registrant on Schedule 14A,
dated March 25, 1999.
5 Opinion of Thomas C. Geiser, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Thomas C. Geiser, Esq. (Included in
Exhibit 5)
24 Power of Attorney. Reference is made to the signature
page of this Registration Statement.
</TABLE>
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 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 1934 Act
that are incorporated by reference into the Registration Statement; and (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
offering.
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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference into the Registration Statement shall be deemed to be a new
<PAGE>
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 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 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
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 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
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of WellPoint
Health Networks Inc., a Delaware 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, 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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ W. Toliver Besson Director June 28, 1999
- -------------------------------
W. Toliver Besson
/s/ Roger E. Birk Director June 28, 1999
- -------------------------------
Roger E. Birk
/s/ Sheila P. Burke Director June 28, 1999
- -------------------------------
Sheila P. Burke
/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
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
4.1 WellPoint Health Networks Inc. Comprehensive
Executive Non-Qualified Retirement Plan, incorporated
by reference to Exhibit 4.6 of the Registrant's
Registration Statement on Form S-8 (Registration No.
333-42073).
4.2 WellPoint Health Networks Inc. Board of Directors
Deferred Compensation Plan, incorporated by reference
to Exhibit 10.52 of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.
4.3 WellPoint Health Networks Inc. 1999 Stock Incentive
Plan, incorporated by reference to Annex I to the
Proxy Statement of the Registrant on Schedule 14A,
dated March 25, 1999.
5 Opinion of Thomas C. Geiser, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Thomas C. Geiser, Esq. (Included in
Exhibit 5)
24 Power of Attorney. Reference is made to the signature
page of this Registration Statement.
</TABLE>
<PAGE>
EXHIBIT 5
[LETTERHEAD OF WELLPOINT]
June 25, 1999
WellPoint Health Networks Inc.
1 WellPoint Way
Thousand Oaks, CA 91362
Re: Registration Statement on Form S-8 ("Registration Statement")
of WellPoint Health Networks Inc.
Ladies and Gentlemen:
I have acted as General Counsel to WellPoint Health Networks Inc., a
Delaware corporation (the "Company"), with respect to the issuance of this
opinion relating to the proposed offering by the Company of up to 10,500,000
shares (the "Shares") of the Common Stock of the Company, par value $.01 per
share (the "Common Stock"), pursuant to the Company's 1999 Stock Incentive
Plan (the "Plan") (including shares incorporated into such Plan from
predecessor employee benefit plans).
As such counsel, I have examined such corporate records, certificates
and other documents and have made such other factual and legal investigations
as I have deemed relevant and necessary as the basis for the opinions
hereinafter expressed. In such examinations, I have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals and the conformity to originals documents of all documents
submitted to us as conformed or photostatic copies.
Based on the foregoing, I am of the opinion that:
1. The issuance by the Company of the Shares pursuant to the Plan has
been duly authorized by all necessary corporate action on the part of the
Company.
2. When issued pursuant to the Plan, the Shares will be duly and
validly issued and outstanding, fully paid and non-assessable shares of
Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Thomas C. Geiser
------------------------------
Thomas C. Geiser
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 333- ) of our report dated February 11,
1999 relating to the financial statements, which appears in the WellPoint
Health Networks Inc.'s Annual Report on Form 10-K for the year ended December
31, 1998.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Los Angeles, California
June 25, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
Form S-8 (File No. 333- ) and related Prospectus of WellPoint Health
Networks Inc. for the registration of shares of its common stock 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.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Atlanta, Georgia
June 22, 1999
