As Filed with the Securities and Exchange Commission on September
28, 1999 Registration No.
================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MAXICARE HEALTH PLANS, INC.
---------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-3615709
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1149 South Broadway Street
Los Angeles, California 90015
(213) 765-2000
----------------------------
(Address of principal executive offices)
MAXICARE HEALTH PLANS, INC. 1999 STOCK OPTION PLAN
- ----------------------------------------------------------------
(Full title of plan)
<PAGE>
RICHARD A. LINK
Chief Operating Officer
Chief Financial Officer
Maxicare Health Plans, Inc.
1149 South Broadway Street
Los Angeles, California 90015
------------------------------
(Name and address of agent for service)
(213) 765-2000
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Barry L. Burten, Esq.
Jeffer, Mangels, Butler & Marmaro LLP
2121 Avenue of the Stars, 10th Floor
Los Angeles, California 90067
(310) 203-8080
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following line:
[X]
CALCULATION OF REGISTRATION FEE
========================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
- ------------------------------------------------------------------------
Common Stock
($.01 par value) 750,000 $4.57 $3,427,500 $952.85
========================================================================
* This Registration Statement also includes an indeterminable
number of additional shares that may become issuable,
pursuant to the antidilution adjustment provisions of the
Maxicare Health Plans, Inc. 1999 Stock Option Plan.
<PAGE>
** Amounts in these columns have been estimated solely for the
purpose of calculating the registration fee. Pursuant to
Rule 457 (h) and Rule 457 (c) these amounts have been
computed on the basis of the average of the high and low
prices for the Registrant's Common Stock as reported by the
Nasdaq Stock Market on September 24,1999.
EXPLANATORY NOTE
This Registration Statement on Form S-8 includes a Prospectus,
prepared in accordance with the requirements of Form S-3, which,
pursuant to General Instruction C of Form S-8, may be delivered in
connection with the offer and sale by certain officers and
directors of the Registrant who may be deemed "affiliates" of the
Registrant, as that term is defined under Rule 405 of the
Securities Act of 1933, as amended of the Registrant's Common Stock
registered pursuant to such Registration Statement on Form S-8 and
certain other shares of the Registrant's Common Stock issuable in
connection with other employee benefit plans.
------------------------
Approximate date of commencement of sale to public:
From time to time after the Registration Statement becomes
effective.
------------------------
<PAGE>
Part I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the section
10(a) Prospectus has been omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933, as amended (the "Act"), and the Note to Part I of Form
S-8. Documents containing the information specified in this
Part I will be sent or given to holders of options under the
Maxicare Health Plans, Inc. 1999 Stock Option Plan.
<PAGE>
PROSPECTUS 1,386,467 Shares
MAXICARE HEALTH PLANS, INC.
Common Stock
$ .01 par value per share
This Prospectus covers the reoffer and resale by executive officers
and directors of Maxicare Health Plans, Inc. of up to 1,381,467
shares of Common Stock of Maxicare Health Plans, Inc. which have
been issued or which may be issued in the future upon exercise of
options under the Maxicare Health Plan, Inc. 1990, 1995 or 1999
Stock Option Plan or the Maxicare Health Plans, Inc. Outside
Directors 1996 Formula Stock Option Plan.
The Common Stock is quoted on The Nasdaq National Market System
under the trading symbol MAXI.
The Common Stock may be offered for sale from time to time in the
market or in privately negotiated transactions. Maxicare Health
Plans, Inc. will not receive any proceeds from the sale of these
shares of Common Stock.
--------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS COMPLETE OR
ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is September 28, 1999.
<PAGE>
TABLE OF CONTENTS
PAGE
WHERE YOU CAN FIND MORE INFORMATION......................... 3
THE COMPANY................................................. 4
SELLING STOCKHOLDERS........................................ 4
PLAN OF DISTRIBUTION........................................ 7
EXPERTS AND COUNSEL......................................... 7
USE OF PROCEEDS............................................. 8
INDEMNIFICATION OF DIRECTORS AND OFFICERS................... 8
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We are required to file annual, quarterly and special reports,
proxy statements and other information with the SEC. Our filings
are available to the public over the Internet at the SEC's home
page located at (http://www.sec.gov) or you may read and copy any
document at the SEC Public Reference Rooms located at:
450 Fifth Street, N.W., Room 1024 Washington, D.C. 20549-1004;
CitiCorp Center 500 W. Madison Street Suite 1400, Chicago,
Illinois 60661; and
7 World Trade Center 13th Floor New York, New York 10048
Please call the SEC at 1-800-732-0330 for more information about
the public reference rooms and requesting documents.
The SEC allows us to "incorporate by reference" in this prospectus
the information we file with them, which means we can refer you to
important information without restating it in this prospectus. The
information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We
incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act:
1. Our Proxy Statement for the Annual Meeting of Stockholders held
on June 30, 1999;
2. Our Quarterly Reports for the quarters ended March 31, 1999 and
June 30, 1999;
3. Our Annual Report on Form 10-K for the year ended December 31,
1998;
4. "Description of Holdings Capital Stock" contained in our
registration statement on Form 10 filed on January 17, 1991.
You may request a copy of any or all of these filings, free of
charge, by writing or telephoning us at the following address:
Maxicare Health Plans, Inc.
1149 South Broadway Street
Los Angeles, CA 90015
(213) 765-2000
You may also direct your requests via e-mail to
[email protected].
<PAGE>
You should rely only on the information incorporated by reference
or provided in this prospectus or any prospectus supplement. We
have not authorized anyone else to provide you with different
information. We are not making an offer of the shares in any state
where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of
any other date than the date on the front of those documents.
THE COMPANY
Maxicare Health Plans, Inc., is a holding company which owns
various subsidiaries, primarily in the field of managed health
care. We own and operate three health maintenance organizations in
California, Indiana and Louisiana. We also operate Maxicare Life
and Health Insurance Company and HealthAmerica Corporation.
Through these subsidiaries, we offer an array of employee benefit
packages, including group HMO, Medicaid and Medicare HMO, preferred
provider organization, point of service, group life and accidental
death and dismemberment insurance, administrative services only
programs, wellness programs and other services and products.
SELLING STOCKHOLDERS
This prospectus relates to the possible offer and sale of shares
acquired by the Selling Stockholders named below through the
exercise of the options granted under our 1990, 1995 and 1999 Stock
Option Plans and our Outside Directors 1996 Formula Stock Option
Plan. Each of the Selling Stockholders is an employee or director
of the Company or one of its subsidiaries. The following table
sets forth the names of such employees and directors who may be
Selling Stockholders from time to time, along with the number of
shares of Common Stock available that they can acquire through the
Plan and the number of shares offered for sale hereby. The address
for each Selling Stockholder is c/o Maxicare Health Plans, Inc.,
1149 South Broadway Street, Los Angeles, California 90015. The
number of shares offered for sale by such individuals may be
updated in supplements to this Prospectus, which will be filed with
the SEC in accordance with Rule 424(b) under the Securities Act of
1933, as amended, as may be necessary.
<PAGE>
<TABLE>
<CAPTION>
Number of Options to Purchase Common Stock
Pursuant to Grants
TOTAL % OF
1990 1995 1999 OUTSIDE SHARES OF COMMON STOCK COMMON STOCK
NAME AND STOCK STOCK STOCK DIRECTORS COMMON STOCK BENEFICIALLY BENEFICIALLY
RELATIONSHIP OPTION OPTION OPTION 1996 FORMULA INCLUDED IN OWNED AFTER OWNED AFTER
TO COMPANY PLAN (1) PLAN (1) PLAN (1) PLAN (1) PROSPECTUS OFFERING (2) OFFERING(3)
<S> <C> <C> <C> <C> <C> <C> <C>
Paul R. Dupee, Jr.
Chairman of the Board
Chief Executive Officer 5,000 5,000 662,000 (4) 3.7%
Richard A. Link
Chief Operating Officer,
Chief Financial Officer
Executive Vice President -
Finance and Administration 55,000 165,000 220,000 123,359 (5) *
Alan D. Bloom,
Senior Vice President,
Secretary and General
Counsel 2,500 22,500 25,000 13,744 (6) *
Patricia A. Fitzpatrick
Treasurer 6,667 17,500 24,167 15,857 (7) *
Warren D. Foon,
Vice President and
General Manager, Maxicare 25,000 75,000 100,000 70,031 (8) *
Sanford N. Lewis
Vice President -
Administrative Services 5,800 45,000 50,800 34,220 (9) *
Vicki F. Perry
Vice President and
General Manager,
Maxicare Indiana, Inc. 52,500 45,000 97,500 81,113 (10) *
George H. Bigelow,
Director 1,000 *
Claude S. Brinegar,
Director 20,000 20,000 24,000 (11) *
Florence F. Courtright
Director 20,000 20,000 20,000 (11) *
Robert M. Davies,
Director 5,000 5,000 15,000 (12) *
Thomas W. Field, Jr.,
Director 20,000 20,000 30,000 (11) *
Elwood I. Kleaver
Director 24,000 5,000 29,000 55,839 (13) *
Charles E. Lewis,
Director 20,000 20,000 20,018 (11) *
Simon J. Whitmey,
Director 0 *
* Indicates less than one percent (1%).
<PAGE>
(1) No options have been granted to date under the 1999 Plan. Options granted under the 1990, 1995, 1999
Stock Option Plans and the Outside Directors 1996 Formula Plan shall vest and become exercisable pursuant to the
specific terms and conditions of the agreements underlying such stock option grants.
(2) In setting forth "beneficial" ownership, the rules of the Securities and Exchange Commission require that
shares underlying currently exercisable options, including options which become exercisable within 60 days, held
by a described person be treated as "beneficially" owned and further require that every person who has or shares
the power to vote or to dispose of shares of stock be reported as a "beneficial" owner of all shares as to which
any such sole or shared power exists. As a consequence, shares which are not yet outstanding are, if obtainable
upon exercise of an option which is exercisable or will become exercisable within sixty (60) days, nevertheless
treated as "beneficially" owned by the designated person, and several persons may be deemed to be the
"beneficial" owners of the same securities if they share the power to vote or dispose of them.
(3) Assumes 17,925,381 shares of Common Stock outstanding, and with respect to each listed beneficial owner,
(i) the exercise or conversion of any option or right held by each such owner exercisable or convertible within
60 days, and (ii) the exercise or conversion of any option or right held by each such owner included in this
prospectus.
(4) Includes 5,000 shares which are subject to options which are currently exercisable or will become
exercisable within 60 days.
(5) Includes 123,333 shares which are subject to options which are currently exercisable or will become
exercisable within 60 days.
(6) Includes 13,333 shares which are subject to options which are currently exercisable or will become
exercisable within 60 days.
(7) Includes 15,833 shares which are subject to options which are currently exercisable or will become
exercisable with 60 days.
(8) Includes 70,000 shares which are subject to options which are currently exercisable or will become
exercisable within 60 days.
(9) Includes 34,133 shares which are subject to options which are currently exercisable or will become
exercisable with 60 days.
(10) Includes 80,833 shares which are subject to options which are currently exercisable or will become
exercisable with 60 days.
(11) Includes 20,000 shares which are subject to options which are currently exercisable or will become
exercisable within 60 days.
(12) Includes 5,000 shares which are subject to options which are currently exercisable or will become
exercisable within 60 days.
(13) Includes 29,000 shares which are subject to options which are currently exercisable or will become
exercisable within 60 days.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares pursuant to this
Prospectus from time to time in transactions (including one or more
brokerage transactions) or in one or more privately negotiated
transactions. The price of each sale may be made at (1) the market
price prevailing at the time of the sale, (2) a price related to
such prevailing market price, (3) a negotiated price or (4) a fixed
price. We will not receive any of the proceeds from the sale of
these shares.
These shares may be offered and sold from time to time in any
manner permitted by law. The shares may be sold directly to one or
more purchasers. The shares may also be sold to or through
underwriters, brokers, dealers or agents. These underwriters,
brokers, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders
or the purchasers of shares for whom they may act as agent or to
whom they may sell as principal, or both.
In order to comply with certain state securities laws, if
applicable, these shares will be sold only through registered or
licensed brokers or dealers.
Under applicable rules and regulations under the Exchange Act of
1934, as amended, any person engaged in a distribution of these
shares may not simultaneously engage in certain activities with
respect to such shares prior to the commencement of such
distribution. In addition to, and without limiting the foregoing,
each of the Selling Stockholders and any other person participating
in a distribution will be subject to the applicable provisions of
the Exchange Act.
EXPERTS AND COUNSEL
Ernst & Young LLP, independent auditors, have audited our
consolidated financial statements and schedules included in our
Annual report on form 10-K for the year ended December 31, 1998, as
set forth in their report, which is incorporated by reference in
this prospectus and elsewhere in the registration statement. Our
financial statements and schedules are incorporated by reference in
reliance on Ernst & young LLP's report, given on their authority as
experts in accounting and auditing.
No expert named in the Registration Statement as having prepared or
certified any part thereof or our counsel named as having given an
opinion on the validity of the securities registered or other legal
<PAGE>
matters in connection with the registration or offering of such
securities was employed for such purpose on a contingent basis. No
expert or counsel had or is to receive a substantial direct or
indirect interest in us or any of our subsidiaries in connection
with the offering. No expert or counsel was connected to us or our
subsidiaries as a promoter, underwriter, voting trustee, director,
officer or employee.
USE OF PROCEEDS
We are not able to predict when, if ever, any or all of these
shares will be offered or sold. Therefore, we cannot estimate the
net proceeds from the sale of these shares. We will not receive
any of the proceeds from such sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation and Bylaws provide for
indemnification of our officers and directors, among other things,
in instances in which they acted in good faith and in a manner they
reasonably believed to be in, and not opposed, to the best
interests of Maxicare Health Plans, Inc. and its subsidiaries and
in which, with respect to criminal proceedings, they had no
reasonable cause to believe their conduct was unlawful. There is no
limit regarding their liability for breaches of (1) duty, (2)
loyalty, (3) acts or omissions not in good faith or involving
intentional misconduct or knowing violation of the law, (4) the
unlawful purchase or redemption of stock or payment of unlawful
dividends or (5) the receipt of improper personal benefits. We may
also indemnify employees and others at the discretion of our Board
of Directors. Such indemnification must be authorized by our
Board of Directors. The indemnification provisions of the Delaware
General Corporation Law ("DGCL") make mandatory the indemnification
of a director or officer to the extent that the director or officer
has been "successful on the merits or otherwise," thus possibly
requiring indemnification of settlements in certain instances. The
DGCL also provides that a director or officer may be indemnified by
the corporation for expenses of a derivative suit even if such
director or officer is not successful on the merits, provided such
director or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation, subject, in the case of an adverse judgment, to court
approval.
Article Eighth of our Certificate of Incorporation requires that we
provide indemnification for our directors and officers to the
fullest extent allowable under Delaware law. This may include
<PAGE>
indemnification against liabilities under the Securities Act of
1933, and may limit the liability of directors and officers to us
or our shareholders, unless the director or officer fail to meet
the prescribed standard of conduct.
We have insurance covering expenditures that might arise in
connection with our lawful indemnification of our directors and
officers for certain liabilities and expenses. Our directors and
officers also have the benefit of insurance against certain other
liabilities and expenses. We have also entered into employment and
indemnification agreements with certain of our officers which
provide for indemnification to the fullest extent permitted by law
against any liabilities and expenses.
<PAGE>
Part II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference the
following documents: (i) the Registrant's Proxy Statement
for Annual Meeting of Stockholders held on June 30, 1999;
(ii) the Registrant's Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 1999 and June 30,
1999; (iii) the Registrant's Annual Report on Form 10-K,
for the year ended December 31, 1998; (iv) the
description of the Registrant's Common Stock included in
the Registrant's Registration Statement on Form 10, (File
No. 012024) filed January 17, 1991. In addition, all
documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to
the Registration Statement which indicates that all
securities offered hereby have been sold or which
deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such
documents except as to any portion of any future Annual
or Quarterly Report to Stockholders which is not deemed
to be filed under said provisions. Any statement made in
a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement
is replaced or modified by a statement contained in a
subsequently dated document incorporated by reference or
contained in this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Under Article Eighth of the Registrant's Restated
Certificate of Incorporation, each person who is a
director or officer of the Registrant shall be
indemnified by the Registrant to the fullest extent
permitted by section 145 of the DGCL.
Section 145(a) of the DGCL permits a corporation to
indemnify any director, officer, employee or agent of the
corporation against expenses, judgments, fines and
amounts paid in settlement or incurred by him or her in
connection with any proceeding arising out of his or her
status as director, officer, employee or agent if such
person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any
criminal action, had no reasonable cause to believe his
or her conduct was unlawful. To the extent that such a
person has been successful in defense of any such action
or claim, section 145(c) provides that he or she shall be
indemnified against expenses incurred by him or her in
connection therewith.
Under section 145(e), a corporation also has the power to
purchase and maintain insurance on behalf of any
director, officer, employee or agent against any
liability arising out of his or her status as such,
whether or not the corporation would have the power to
indemnify him or her against such liability.
The Registrant maintains an Officers' and Directors'
Liability Policy insuring its officers and directors
against certain liabilities and expenses incurred by them
in their capacities as such, and insuring the Registrant
under certain circumstances to the extent that
indemnification payments are made by the Registrant to
such officers and directors.
The Registrant has entered into employment and
indemnification agreements (the "Indemnification
Agreements") with certain of its officers (individually,
an "Indemnitee"). The Indemnification Agreements
provide, among other things, for indemnification to the
fullest extent permitted by law against any and all
costs, claims, judgments, fines, settlements,
liabilities, and fees or expenses (including attorney's
<PAGE>
fees) incurred in connection with any proceedings arising
out of the Indemnitee's actions or in actions in his
capacity as an officer of the Registrant. In the event
the Indemnitee is no longer employed by the Registrant at
the time his attendance is required at a proceeding
pursuant to which he is entitled to be indemnified, then
the Indemnitee shall be entitled to be paid a stipend in
the amount of $1,000 per day to reimburse the Indemnitee
for all reasonable travel, hotel and living expenses
incurred by him in connection with such attendance. The
Indemnification Agreements provide for the prompt
advancement of all expenses to the Indemnitee and for
reimbursement to Registrant if it is found that such
Indemnitee is not entitled to such indemnification under
applicable law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to the Registration Statement are listed in
the Index to Exhibits elsewhere herein.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby,
a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
10(a)(3) of the 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 this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
<PAGE>
Statement or any material change to such information in this
Registration Statement; provided, however, that the undertakings set
forth in 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 this Registration
Statement.
(2) That, for the purpose of determining any liability
under the 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 the offering.
(b) The undersigned Registrant hereby further
undertakes that, for purposes of determining any
liability under the Act, each filing of the
Registrant's Annual Report pursuant to section
13(a) or section 15(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.
(c) Insofar as indemnification for liabilities arising
under the 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 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
<PAGE>
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.
<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 City of Los Angeles,
State of California, on the 28th day of September, 1999.
MAXICARE HEALTH PLANS, INC.
By: /s/ Richard A. Link
-----------------------------------------
Richard A. Link
Chief Operating Officer and
Chief Financial Officer
(Principal 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.
Each person whose signature appears below appoints Richard A. Link and
Paul R. Dupee, Jr., and each of them, with full power of substitution
and resubstitution, his true and lawful attorneys-in-fact, for him in
any and all capacities, to sign any amendments (including post-
effective amendments) to this Registration Statement and to file the
same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission.
Signature Title Date
--------- ----- ----
/s/ Paul R. Dupee, Jr. Chief Executive September 28, 1999
---------------------- Officer and ------------------
Paul R. Dupee, Jr. Chairman of the Date
Board of Directors
(Principal
Executive Officer
and Director)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Richard A. Link Chief Operating September 28, 1999
---------------------- Officer and Chief ------------------
Richard A. Link Financial Officer Date
(Principal
Financial Officer
and Principal
Accounting Officer)
/s/ George H. Bigelow Director September 28, 1999
---------------------- ------------------
George H. Bigelow
/s/ Claude S. Brinegar Director September 28, 1999
-------------------------- ------------------
Claude S. Brinegar Date
/s/ Florence F. Courtright Director September 28, 1999
-------------------------- ------------------
Florence F. Courtright Date
/s/ Robert M. Davies Director September 28, 1999
-------------------------- ------------------
Robert M. Davies Date
/s/ Thomas W. Field, Jr. Director September 28, 1999
-------------------------- ------------------
Thomas W. Field, Jr. Date
/s/ Elwood I. Kleaver Director September 28, 1999
-------------------------- ------------------
Elwood I. Kleaver Date
/s/ Dr. Charles E. Lewis Director September 28, 1999
-------------------------- ------------------
Dr. Charles E. Lewis Date
/s/ Simon J. Whitmey Director September 28, 1999
-------------------------- ------------------
Simon J. Whitmey Date
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Page Description
4.1 Form of Certificate of New Common Stock of
Maxicare Health Plans, Inc.*
5.2 18 of 22 Opinion of Jeffer, Mangels, Butler & Marmaro LLP
24.4 21 of 22 Consent of Ernst & Young LLP
25.1 Power of Attorney -- see Signature Page
* Incorporated by reference from the Company's Registration Statement
on Form 10, declared effective March 18, 1991, in which this exhibit
bore the same exhibit number.
</TABLE>
Exhibit 5.2
September 23, 1999
Maxicare Health Plans, Inc.
1149 S. Broadway Street
Los Angeles, California 90015
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") which Maxicare Health Plans, Inc.,
a Delaware corporation (the "Company"), proposes to file with the
Securities and Exchange Commission.
The Registration Statement covers 750,000 shares (the "Shares") of
such Common Stock issuable under the Maxicare Health Plans, Inc. 1999
Stock Option Plan (the "Plan").
In connection with rendering this opinion, we have examined originals,
or copies identified to our satisfaction as being true copies of
originals, of the proceedings of the Board of Directors and
Shareholders of the Company relating to the adoption of the Plan, the
grant of options under the Plan, and the issuance and sale of the
Shares, and such other corporate records of the Company and other
documents which we considered necessary for the purposes of this
opinion. We have obtained from public officials certificates as to
legal matters and from officers of the Company a representation letter
as to factual matters (the "Representation Letter").
In our review and examination of documents we have assumed (i) the
genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or
photo static copies thereof; (iii) all signatories have adequate power
<PAGE>
and authority and have taken all necessary actions to execute and
deliver such documents and hold all necessary licenses and permits to
entitle them to enforce such agreements; and (iv) each person signing
a document is a competent adult person not operating under any legal
disability, duress or having been defrauded in the execution of
documents.
In rendering this opinion, we have also assumed that the Registration
Statement is true, accurate and complete in all material respects.
Based upon and subject to the foregoing, it is our opinion that the
Shares to be issued under the Plan have been duly authorized, and,
when so issued upon (i) payment therefor provided pursuant to the
Plan; (ii) the effectiveness of the Registration Statement; and (iii)
compliance with applicable blue sky laws, will constitute legally
issued, fully paid and nonassessable shares of the Common Stock of the
Company.
We express no opinion as to compliance with the securities or "blue
sky" laws of any state in which the Shares or any options granted
under the Plan are proposed to be offered and sold or as to the
effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; to the filing of this opinion in connection
with such filings of applications by the Company as may be necessary
to register, qualify or establish eligibility for an exemption from
registration or qualification of the Shares under the blue sky laws of
any state or other jurisdiction; and to the reference, if any, to this
firm in the Prospectus under the heading "Legal Opinion". In giving
this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of
1933, as amended or the rules and regulations of the Commission
promulgated thereunder.
Nothing herein shall be deemed to relate to or constitute an opinion
concerning any matters not specifically set forth above.
The opinions set forth herein are based upon the federal laws of the
United States of America, the laws of the State of California and the
corporate laws of the State of Delaware, all as now in effect. We
express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the
subject matter hereof.
<PAGE>
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought
to our attention after the effective date of the Registration
Statement.
Very truly yours,
Jeffer, Mangels, Butler & Marmaro LLP
Exhibit 24.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33- ) pertaining to Maxicare Health
Plans, Inc. 1999 Stock Option Plan with respect to the consolidated
financial statements and schedules of Maxicare Health Plans, Inc.
included in its Annual Report (Form 10-K) for the year ended December
31, 1998 filed with the Securities and Exchange Commission.
Ernst & Young LLP
Los Angeles, California
September 23, 1999
