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As filed with the Securities and Exchange Commission on September 15, 2000
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________
Trigon Healthcare, Inc.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1773225
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
2015 Staples Mill Road, RICHMOND, VIRGINIA 23230
(804) 354-7000
(Address of principal executive office, including zip code)
TRIGON HEALTHCARE, INC.
1997 STOCK INCENTIVE PLAN
and
CERTAIN OPTIONS
GRANTED TO DIRECTORS OF TRIGON HEALTHCARE, INC.
(Full Title of the Plans)
J. Christopher Wiltshire, Esq.
Trigon Healthcare, Inc.
Legal Department
2015 Staples Mill Road
Richmond, Virginia 23230
(804) 354-7284
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process and registrant's principal executive offices)
Copies of all communications, including communications sent to agent for
service, should be sent to:
R. Gordon Smith, Esq.
McGuire Woods LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
__________________________________________________________________________________________________________________________________
Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Class A Common stock, par value $0.01 per share (1) 2,750,000 shs. $ 49.75 $136,812,500 $36,118.50
--------------------------------------------------------------------------------------------------------------------------------
Class A Common stock underlying options 10,000 $ 25.25 $ 252,500 $ 66.66
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Class A Common stock underlying options 3,000 $24.1875 $ 72,562.50 $ 19.16
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Class A Common stock underlying options 3,000 $ 38.625 $ 115,875 $ 30.59
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__________
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended (the Securities Act), solely for the purpose of calculating the
registration fee. Based on the average of the high and low prices of Trigon
Healthcare, Inc. Common Stock on the New York Stock Exchange on September 13,
2000.
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Trigon Healthcare, Inc. (Trigon) with the
Securities and Exchange Commission (the Commission) are incorporated herein by
reference and made a part hereof: (a) the Trigon Annual Report on Form 10-K405
and 10-K405/A for the year ended December 31, 1999; (b) the Trigon Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000; (c) the Trigon
Quarterly Report on Form 10-Q for the quarter ended June 30, 2000; and (d) the
description of Trigon's Class A Common Stock, par value $0.01, contained in
Trigon's Registration Statement on Form S-1 filed with the Commission on August
8, 1996, as amended on January 29, 1997 (File No. 333-09773).
In addition, all documents filed by Trigon pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), after the date of the Prospectus and prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such 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 such documents.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Section 8.3 of the Company's Articles of Incorporation provides for
mandatory indemnification of any director or officer of the Company who is, was,
or is threatened to be made a party to a proceeding (including a proceeding by
or in the right of the Company) because he is or was a director or officer of
the Company or because he is or was serving the Company or other legal entity in
any capacity at the request of the Company while a director or officer of the
Company, against all liabilities and expenses incurred in the proceeding except
such liabilities and expenses as are incurred because of such director's or
officer's willful misconduct or knowing violation of the criminal law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits
4(i) -- Articles of Incorporation of the Registrant (Exhibit 3.1,
Registration Statement (No. 333-09773) on Form S-1 of Trigon,
incorporated by reference).
4(ii) -- Bylaws of the Registrant (Exhibit 3.2, Form 10-Q, as filed
with the Securities and Exchange Commission on March 31,
1999, incorporated by reference).
5 -- Opinion of McGuire Woods LLP (filed herewith).
23(i) -- Consent of KPMG LLP (filed herewith).
23(ii) -- Consent of McGuire Woods LLP (included in Exhibit 5).
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24 -- Power of Attorney (included herein on the signature pages).
99(i) -- First Amendment to Trigon Healthcare, Inc. 1997 Stock
Incentive Plan (Exhibit 10.1, Form 10-Q, as filed with the
Securities and Exchange Commission on March 31, 2000,
incorporated by reference).
99(ii) -- Form of Option Grant to Directors of Trigon Healthcare, Inc.
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 Securities 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do 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 in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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 this offer.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 13(d) of the Exchange Act) that is incorporated by
reference in the 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.
<PAGE>
(h) Insofar as indemnification for liabilities arising under the
Securities 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other that 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 and will be governed by the final adjudication of such issue.
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes the agent for
service named in the registration statement as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and to file all amendments
and post-effective amendments to the registration statement, and Trigon hereby
confers like authority to sign and file on its behalf, with respect to the
proposed registration, offer and sale or issuance of Common Stock of Trigon, par
value $0.01 per share, in connection with the Trigon Healthcare, Inc. 1997 Stock
Incentive Plan and Certain Options Granted to Directors of Trigon Healthcare,
Inc.
<PAGE>
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 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 County of Henrico, Commonwealth of Virginia, on the 15th day
of September, 2000.
TRIGON HEALTHCARE, INC.
By: /s/ THOMAS R. BYRD
------------------------
Thomas R. Byrd,
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ THOMAS G. SNEAD, JR. Chairman of the Board, President September 15, 2000
----------------------------------------------- and Chief Executive Officer
Thomas G. Snead, Jr. (Principal Executive Officer)
/s/ THOMAS R. BYRD Senior Vice President and Chief September 15, 2000
----------------------------------------------- Financial Officer (Principal
Thomas R. Byrd Financial and Accounting Officer)
/s/ LENOX D. BAKER, JR. Director September 15, 2000
-----------------------------------------------
Lenox D. Baker, Jr., M.D.
/s/ ROBERT M. FREEMAN Director September 15, 2000
-----------------------------------------------
Robert M. Freeman
/s/ GARY A. JOBSON Director September 15, 2000
-----------------------------------------------
Gary A. Jobson
/s/ JOSEPH S. MALLORY Director September 15, 2000
-----------------------------------------------
Joseph S. Mallory
/s/ DONALD B. NOLAN Director September 15, 2000
-----------------------------------------------
Donald B. Nolan, M.D.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ WILLIAM N. POWELL Director September 15, 2000
-----------------------------------------------
William N. Powell
/s/ J. CARSON QUARLES Director September 15, 2000
-----------------------------------------------
J. Carson Quarles
/s/ HUBERT R. STALLARD Director September 15, 2000
-----------------------------------------------
Hubert R. Stallard
/s/ JACKIE M. WARD Director September 15, 2000
-----------------------------------------------
Jackie M. Ward
/s/ STIRLING L. WILLIAMSON, JR. Director September 15, 2000
-----------------------------------------------
Stirling L. Williamson, Jr.
</TABLE>
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EXHIBIT INDEX
Exhibit No. Exhibit
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5 Opinion of McGuire Woods LLP.
23(i) Consent of KPMG LLP.
23(ii) Consent of McGuire Woods LLP (contained in Exhibit 5).
99(ii) Form of Option Grant to Directors of Trigon Healthcare, Inc.
