As filed with the Securities and Exchange Commission on _________, 2000
Registration No. 333-34750
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
REGISTRATION STATEMENT ON FORM S-4
Under
THE SECURITIES ACT OF 1933
RIGHTCHOICE MANAGED CARE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-0303080
(State or Other (IRS Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
1831 Chestnut Street, St. Louis, Missouri 63103-2275
(Address of Principal Executive Offices) (Zip Code)
_____________________
RightCHOICE Managed Care, Inc. 1994 Equity Incentive Plan
RightCHOICE Managed Care, Inc. Non-Employee Directors' Stock Option Plan
(Full Title of the Plan)
Angela F. Braly, Esq.
Executive Vice President, General Counsel and Corporate Secretary
RightCHOICE Managed Care, Inc.
1831 Chestnut Street
St. Louis, Missouri 63103
(314) 923-4444
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
_____________________
CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed Proposed Amount of
Class of Registered Maximum Maximum Registration
Securities to Offering Price Aggregate Fee
be Registered Per Unit Offering Price
Common Stock , 1,358,500(1) (2) (2) (2)
par value
$0.01 per
share
(1) This Post-Effective Amendment No. 1 on Form S-8 to Form S-4 covers
1,358,500 shares of common stock originally registered on the Form S-4 to
which this Amendment relates. These 1,358,500 shares are issuable
pursuant to stock options granted pursuant to the RightCHOICE Managed
Care, Inc. 1994 Equity Incentive Plan (the "Equity Incentive Plan") and
the RightCHOICE Managed Care, Inc. Non-Employee Directors' Stock Option
Plan (the "Directors' Stock Option Plan") to certain directors, officers
and employees of RightCHOICE Managed Care, Inc., a Missouri corporation
("Old RightCHOICE"), and assumed by the Registrant and that may be granted
to certain directors, officers and employees of the Registrant pursuant to
the Equity Incentive Plan and the Directors' Stock Option Plan, and any
additional securities to be offered or issued to prevent dilution
resulting from stock splits, stock dividends and similar transactions.
(2) The Registrant previously filed a Registration Statement on Form S-4 on
April 14, 2000 (Registration No. 333-34750) that covered 20,233,380 shares
of the Registrant's common stock. In conjunction with such Registration
Statement, the Registrant paid a filing fee of $69,775. At least
1,358,500 of the shares registered will not be issued pursuant to the Form
S-4 (the "Unissued Shares"). The Registrant paid a filing fee of $4,685
for the Unissued Shares at the time it filed the Form S-4. Pursuant to
Rule 429(b), the Unissued Shares are being carried forward from such
earlier Registration Statement, and, accordingly, the Registrant has
offset the registration fee to be paid herewith by a portion of the fee
that the Registrant paid on April 14, 2000.
PURPOSE OF AMENDMENT
The purpose of this Post-Effective Amendment No. 1 is to
register on Form S-8 1,358,500 shares of common stock, par value
$0.01 per share, of RightCHOICE Managed Care, Inc., a Delaware
corporation ("New RightCHOICE"), previously registered on Form S-
4 (Registration No. 333-34750) for issuance pursuant to options
granted to certain directors, officers and employees of
RightCHOICE Managed Care, Inc., a Missouri corporation ("Old
RightCHOICE"), under the RightCHOICE Managed Care, Inc. 1994
Equity Incentive Plan (the "Equity Incentive Plan"), and the
RightCHOICE Managed Care, Inc. Non-Employee Directors' Stock
Option Plan (the "Directors' Stock Option Plan") and that may be
granted to certain directors, officers and employees of New
RightCHOICE under the Equity Incentive Plan and the Directors'
Stock Option Plan. Old RightCHOICE merged with and into New
RightCHOICE on November 30, 2000 pursuant to the terms and
conditions of that certain Agreement and Plan of Reorganization,
dated as of March 14, 2000, by and among Blue Cross and Blue
Shield of Missouri, Old RightCHOICE, The Missouri Foundation For
Health and New RightCHOICE.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required in Part I
of the registration statement will be provided to each option
holder as required by Rule 428(b)(1). Such documents are not
being filed with the Commission in accordance with the
instructions to Form S-8 but constitute (along with the documents
incorporated by reference into the registration statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed with the Commission, are
incorporated by reference herein:
(1) The Registrant's final prospectus/proxy statement dated
October 4, 2000 filed with the Commission on October 6, 2000; and
(2) The description of the Registrant's common stock
contained in its Registration Statement on Form 8-A filed with
the Commission on May 24, 2000.
All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the shares of
common stock to be issued through the plans have been passed upon
for the Registrant by Lewis, Rice & Fingersh, L.C., St. Louis,
Missouri 63102.
Item 6. Indemnification of Directors And Officers.
The certificate of incorporation and bylaws of the
Registrant provide for directors and officers of the company who
are or were parties to any threatened, pending or completed
civil, criminal, administrative or investigative action to be
indemnified against expenses, judgements, fines and amounts paid
in settlement to the fullest extent permitted by Delaware law.
Pursuant to Delaware law, a director or officer will be
indemnified against liability, provided he or she acted in good
faith and in a manner he or she reasonably believed to be in the
best interests of the company. Furthermore, a director or
officer will be indemnified against criminal action expenses and
fines, provided he or she had no reasonable cause to believe his
or her conduct was unlawful. However, a director or officer who
is involved in litigation initiated by or in the right of the
company who is adjudged to be liable to the company will not be
entitled to indemnification, unless (i) he or she acted in good
faith and in a manner he or she reasonably believed to be in the
best interests of the company, or in a criminal action he or she
had no reasonable cause to believe his or her conduct was
unlawful, and (ii) the court in which the finding of liability
was rendered determines that despite the adjudication of
liability, the director of officer is fairly and reasonably
entitled to indemnification.
To the extent that a director or officer is successful on
the merits in defense of a suit or proceeding brought against him
or her by reason of the fact that he or she is or was a director
or officer of the company, or serves or served any other
enterprise or organization at the request of the Registrant, he
or she will be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection with such
action. Additionally, the company may advance funds to a
director or officer prior to a final disposition of the matter,
provided the director or officer agrees to repay any such
advancements if it is determined that the director or officer is
not entitled to indemnification by the company.
The Registrant's bylaws also authorize it to obtain
insurance to protect officers and directors from certain
liabilities, including liabilities against which the company
cannot indemnify its directors and officers. The Registrant
currently has in effect a directors' and officers' liability
insurance policy. The bylaws also provide for the company to
indemnify persons other than its officers and directors to the
fullest extent permitted by Delaware law, however, any such
indemnification is at the company's absolute discretion.
In addition to the provision for indemnification discussed
above, the Registrant's certificate of incorporation contains a
provision that eliminates the personal liability of a director of
the Registrant and its stockholders for monetary damages
resulting from a breach of his or her fiduciary duty. However, a
director is not relieved from liability for (i) any breach of the
duty of loyalty to the company or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) payment of an
improper dividend or improper repurchase of the Registrant's
common stock under Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which the director
derived an improper personal benefit.
Under the terms of an Indemnification Agreement between the
Registrant and The Missouri Foundation For Health, The Missouri
Foundation For Health will indemnify all directors and officers
of the Registrant from any income tax liabilities which may arise
in or for any claims arising out of the reorganization of
RightCHOICE Managed Care Inc., a Missouri corporation, or the
events that gave rise to the litigation between Blue Cross and
Blue Shield of Missouri and the State of Missouri.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are submitted herewith or
incorporated by reference herein.
Exhibit Exhibit
Number
4(a) Certificate of Incorporation of RightCHOICE
Managed Care, Inc.*
4(b) Bylaws of RightCHOICE Managed Care Inc.*
5 Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included
in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
_______________________________
*Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-4 to which this is Post-Effective Amendment
No. 1.
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 of 1933;
(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) of this Section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. 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 Post-
Effective Amendment No. 1 to the Registration Statement on Form S-
4 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on
December 4, 2000.
RightCHOICE Managed Care, Inc.
(Registrant)
By: /s/ John A. O'Rourke
John A. O'Rourke
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on December 4, 2000
by the following persons in the capacities indicated.
Name Title
/s/ John A. O'Rourke President , Chief Executive
John A. O'Rourke Officer, and Director (principal
executive officer)
/s/ Sandra A. Van Trease Senior Executive Vice President
Sandra A. Van Trease and Chief Financial Officer and
Chief Operating Officer (principal
financial and accounting officer)
* Director
William H.T. Bush
* Director
Earle H. Harbison, Jr.
* Director
Roger B. Porter, Ph.D.
* Director
William J. Schicker
* Director
Gloria W. White
*By:/s/ Angela F Braly
Attorney in Fact
INDEX TO EXHIBITS
Reg. S-K Exhibit
Item 601
Exhibit No.
4(a) Certificate of Incorporation of RightCHOICE
Managed Care, Inc.*
4(b) Bylaws of RightCHOICE Managed Care Inc.*
5 Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included
in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
_______________________________
*Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-4 to which this is Post-Effective Amendment
No. 1.
