As filed with the Securities and Exchange Commission on January 16, 2001
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
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)
BLUE CROSS AND BLUE SHIELD OF MISSOURI 401(k) SAVINGS PROGRAM
(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 63103-2275
(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(1) Maximum Maximum Registration
Securities to Offering Aggregate Fee(2)
be Registered Price Per Offering (3)
Unit(2) Price(2)
Common Stock , 300,000 $30.53 $9,159,000 $2,290
par value
$0.01 per
share
(1) This amount represents a number of shares that have been and may
be acquired with employee and employer contributions by participants in the
Blue Cross and Blue Shield of Missouri 401(k) Savings Program. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
interests offered and sold and to be offered or sold pursuant to the
employee benefit plan described herein and shall also be deemed to cover
any additional securities to be offered or issued to prevent dilution
resulting from stock splits, stock dividends and similar transactions.
(2) The amount set forth herein is estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(h)(1).
Pursuant to Rule 457(c), the amount set forth herein represents the average
of the high and low prices of the Registrant's Common Stock as of
January 8, 2001, such date being within five business days of the filing
of this Registration Statement.
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 plan
participant 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.
Not applicable.
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
4.1 Certificate of Incorporation of RightCHOICE
Managed Care, Inc. (incorporated by reference to
Exhibit 3(a) of Registrant's Registration
Statement on Form S-4 (File No.333-34750)).
4.2 Bylaws of RightCHOICE Managed Care Inc.
(incorporated by reference to Exhibit 3(b)of
Registrant's Registration Statement on Form S-4
(File No. 333-34750)).
4.3 Tax-Favored Savings Program.
4.4 Adoption Agreement, effective July 1, 2000,
between RightCHOICE Managed Care, Inc., a Missouri
corporation, and the Blue Cross and Blue Shield
Association.
5.1 An opinion of counsel as to the legality of the
securities being registered is not required
because such securities are not original issuance
securities.
5.2 The Registrant has submitted the plan to the
Internal Revenue Service in a timely manner, and
the Registrant undertakes to submit to the
Internal Revenue Service in a timely manner any
amendments to the plan and has made or will make
all changes required by the Internal Revenue
Service in order to qualify the plan.
23.1 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
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
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on January 15, 2001.
RightCHOICE Managed Care, Inc.
(Registrant)
By: /s/ John O'Rourke
John A. O'Rourke
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on January 15, 2001 by
the following persons in the capacities indicated.
Name Title
/s/ John O'Rourke Chairman, Chief Executive
John A. O'Rourke Officer, and Director (principal
executive officer)
/s/ Sandra A. Van Trease President, Chief Financial Officer and
Sandra A. Van Trease 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.
4.1 Certificate of Incorporation of RightCHOICE
Managed Care, Inc. (incorporated by reference to
Exhibit 3(a) of Registrant's Registration
Statement on Form S-4 (File No.333-34750)).
4.2 Bylaws of RightCHOICE Managed Care Inc.
(incorporated by reference to Exhibit 3(b)of
Registrant's Registration Statement on Form S-4
(File No.333-45750)).
4.3 Tax-Favored Savings Program.
4.4 Adoption Agreement, effective July 1, 2000,
between RightCHOICE Managed Care, Inc., a Missouri
corporation, and the Blue Cross and Blue Shield
Association.
23.1 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
