Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
UNITED HEALTHCARE CORPORATION
(Exact name of issuer as specified in its charter)
Minnesota 41-1321939
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices, including Zip Code)
UNITED HEALTHCARE CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
BRIGID M. SPICOLA
Assistant General Counsel and Assistant Secretary
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(612) 936-1300
(Name, address and telephone number of agent for service)
Copy to:
DAVID J. LUBBEN
Dorsey & Whitney P.L.L.P.
Pillsbury Center South
220 S. Sixth Street
Minneapolis, Minnesota 55402
__________________________________
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price* Fee*
Common Stock
($.01 par
value) 350,000 $38.06 $13,321,000 $4,593.45
*Estimated solely for the purpose of determining the registration fee. The
proposed maximum offering price is based upon the average of the high and low
sales prices of the Company's Common Stock as reported on the NYSE on May 19,
1995.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 are hereby
incorporated by reference as part of this Registration Statement.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, which contains, either directly or by
incorporation by reference, audited consolidated financial
statements for the fiscal year ended December 31, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(c) The Company's Current Report on Form 8-K/A dated January 3, 1995
and Current Report on Form 8-K dated May 4, 1995.
(d) The description of the Company's Common Stock, contained in the
Company's Registration Statement on Form 8-A (file #0-13253), filed
September 23, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares offered
hereby shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents. Any statement contained 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 a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding, if,
with respect to the acts or omissions of the person complained of in the
proceeding, the person (1) has not been indemnified by another organization
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or employee benefit plan for the same judgments, penalties, fines, including,
without limitation, excise taxes assessed against the person with respect to
an employee benefit plan, settlements, and reasonable expenses, including
attorneys' fees and disbursements, incurred by the person in connection with
the proceeding with respect to the same acts or omissions; (2) acted in good
faith; (3) received no improper personal benefit and Section 302A.255 (with
respect to director conflicts of interest), if applicable, has been
satisfied; (4) in the case of a criminal proceeding, had no reasonable cause
to believe the conduct was unlawful; and (5) reasonably believed that the
conduct was in the best interests of the corporation in the case of acts or
omissions in such person's official capacity for the corporation or
reasonably believed that the conduct was not opposed to the best interests of
the corporation in the case of acts or omissions in such person's official
capacity for other affiliated organizations. Article IX of the Bylaws of the
Company provides that the Company shall indemnify officers and directors to
the extent permitted by Section 302A.521 as now enacted or hereafter amended.
The Registrant also carries a directors' and officers' liability insurance
policy.
ITEM 7. EXEMPTION FOR REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Description
5 Opinion of counsel.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of counsel (included in Exhibit 5 above)
23.3 Consent of KPMG Peat Marwick LLP
24 Power of Attonrey
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
A.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.
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Provided, however, that paragraphs A.1.(i) and A.1.(ii) of this section do
not apply if information required to be included in a post-effective amend-
ment 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 this 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 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 Company pursuant to the indemnification provisions described herein, or
otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of 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.
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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 Minnetonka, State of Minnesota, on this 26th day
of May, 1995.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire
William W. McGuire, M.D.
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons on behalf of the
Registrant in the capacities indicated on the 26th day of May 1995.
/s/ William W. McGuire Chairman, President, Chief
William W. McGuire, M.D. Executive Officer and Director
(principal executive officer)
/s/ David P. Koppe Chief Financial Officer
David P. Koppe (principal financial and
accounting officer)
* Director
William C. Ballard, Jr.
* Director
Richard T. Burke
Director
Thomas H. Kean
* Director
James A. Johnson
* Director
Douglas W. Leatherdale
* Director
Elizabeth J. McCormack
* Director
James L. Seiberlich
* Director
William G. Spears
* Director
Gail R. Wilensky
*By:/s/ William W. McGuire
William W. McGuire, M.D.
As Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Number Description Page No.
5 Opinion of Counsel 9
23.1 Consent of Arthur Andersen LLP 11
23.2 Consent of counsel (included in Exhibit 5) 9
23.3 Consent of KPMG Peat Marwick LLP 12
24 Power of Attorney 13
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Exhibit 5
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
United HealthCare Corporation Nonemployee Director Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel to United HealthCare Corporation, a Minnesota
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 relating to the sale by the Company from time to time of up to
350,000 shares of Common Stock, $.01 par value, of the Company (the
"Shares"), issuable pursuant to the United HealthCare Corporation Nonemployee
Director Stock Option Plan (the "Plan").
We have examined such documents and reviewed such questions of law as we
have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures and conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered by such
parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of fact material to
our opinions, we have relied upon certificates of officers of the Company and
of public officials.
<PAGE>
United HealthCare Corporation
Page 2
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinons expressed above are limited to the laws of Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: May 26, 1995
Very truly yours,
/s/ DORSEY & WHITNEY P.L.L.P.
TSH
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
February 14, 1995 incorporated by reference in United HealthCare
Corporation's Form 10-K for the year ended December 31, 1994 and to all
references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
May 26, 1995
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement (No. ) on Form S-8 of United HealthCare
Corporation of our report dated January 27, 1995 with respect to the
consolidated balance sheets of GenCare Health Systems, Inc. and subsidiaries
as of December 31, 1994 and 1993, and the related consolidated statements of
earnings, changes in shareholders' equity and cash flows for each of the
years in the three year period ended December 31, 1994, which report appears
in the Form 8-K/A of United HealthCare Corporation dated January 3, 1995.
Our report dated January 27, 1995, refers to a change in the method of
accounting for certain investments in debt securities.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 26, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ Douglas W. Leatherdale
Douglas W. Leatherdale
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION AMENDED AND RESTATED 1991 STOCK AND INCENTIVE PLAN, and any and
all amendments or post-effective amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the ___
day of May, 1995.
Thomas H. Kean
2
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ William C. Ballard, Jr.
William C. Ballard, Jr.
3
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ Elizabeth J. McCormack
Elizabeth J. McCormack
4
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ Richard T. Burke
Richard T. Burke
5
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ James L. Seiberlich
James L. Seiberlich
6
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ William G. Spears
William G. Spears
7
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ James A. Johnson
James A. Johnson
8
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints each of William W. McGuire, M.D. and Kevin H.
Roche, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign the Registration Statement on Form S-8 relating to the registration
under the Securities Act of 1933 of common stock of United HealthCare
Corporation (the "Company") issuable pursuant to the UNITED HEALTHCARE
CORPORATION NONEMPLOYEE DIRECTOR STOCK OPTION PLAN, and any and all
amendments or post-effective amendments thereto, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to file the same with such state
commissions and other agencies as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that each such attorney-in-
fact and agent, or his or her substitute, may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 1st
day of May, 1995.
/s/ Gail R. Wilensky
Gail R. Wilensky
9
