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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 1, 2000
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WELLPOINT HEALTH NETWORKS INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 001-13803 95-4635504
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1 WELLPOINT WAY, THOUSAND OAKS, CALIFORNIA 91362
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (818) 703-4000
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On September 1, 2000, WellPoint Health Networks Inc., a Delaware
corporation (the "Company" or "WellPoint"), entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") by and between the Company and the
California HealthCare Foundation (the "Foundation"). The Stock Purchase
Agreement provides for the purchase by WellPoint from the Foundation of an
aggregate of 602,800 shares of WellPoint Common Stock held by the Foundation for
a total purchase price of $52,405,925. After giving effect to this transaction,
the Foundation continues to own approximately 3,000,000 shares, or approximately
4.85% of the outstanding WellPoint Common Stock.
WellPoint and the Foundation previously entered into the Amended and
Restated Registration Rights Agreement dated as of August 4, 1997 (the
"Registration Rights Agreement"), which granted, among other things, certain
demand and piggy-back registration rights to the Foundation for the shares of
WellPoint Common Stock held by the Foundation. The Registration Rights Agreement
provides that these demand and piggy-back registration rights terminate, among
other things, when the Foundation ceases to hold 4.9% or more of WellPoint's
outstanding Common Stock.
A copy of the Stock Purchase Agreement is being filed as an exhibit to
this Current Report on Form 8-K and the description of the terms thereof
contained above is qualified in its entirety by reference to such exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NO. EXHIBIT
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99.1 Stock Purchase Agreement by and between the Company and the
Foundation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 1, 2000
WELLPOINT HEALTH NETWORKS INC.
By: /s/ THOMAS C. GEISER
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Name: Thomas C. Geiser
Title: Executive Vice President
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