As filed with the Securities and Exchange Commission on January 8, 2001
Registration No. 333-34750
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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)
_____________________
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are submitted herewith or
incorporated by reference herein.
Exhibit Exhibit
Number
4(c) RightCHOICE Managed Care, Inc. 1994 Equity
Incentive Plan.
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. 2 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
January 5, 2001.
RightCHOICE Managed Care, Inc.
(Registrant)
By: /s/ John A. O'Rourke
John A. O'Rourke
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on January 5,
2001 by the following persons in the capacities indicated.
Name Title
/s/ John A. O'Rourke Chief Executive Officer and
John A. O'Rourke Director (principal executive
officer)
/s/ Sandra Van Trease President and Chief Financial
Sandra A. Van Trease 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
Exhibit Exhibit
Number
4(c) RightCHOICE Managed Care, Inc. 1994 Equity
Incentive Plan.
