<PAGE>
As filed with the Securities and Exchange Commission on April 15, 1996.
Registration No. 333-
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 registrant 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
Minnetonka, Minnesota 55343
---------------------------
(Address of principal executive offices) (Zip code)
HEALTHWISE OF AMERICA, INC.
1993 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
HEALTHWISE OF AMERICA, INC.
1993 KEY EMPLOYEE INCENTIVE STOCK PLAN
ONE INDIVIDUAL STOCK OPTION AGREEMENT
THREE INDIVIDUAL WARRANT AGREEMENTS
PHP, INC.
1995 STOCK OPTION PLAN
----------------------
(Full title of plans)
______________________
Brigid M. Spicola
Assistant General Counsel and Assistant Secretary
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(Name and address of agent for service)
(612) 473-3250
--------------
(Telephone number, including area code, of agent for service)
Copy to:
David J. Lubben, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South 6th Street
Minneapolis, Minnesota 55402
____________________
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed Proposed
Title of each class Maximum Offering Maximum
of Securities to Amount to be Price Aggregate Offering Amount of
be registered registered(1) per Unit(1) Price(1) Registration Fee(2)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 767,503 $3.66 to $54.36 $13,492,882 $4,653
====================================================================================================
</TABLE>
(1) Based on 29,138 shares issuable under the HealthWise of America, Inc. 1993
Non-Qualified Stock Option Plan for Non-Employee Directors at exercise
prices between $20.59 and $54.05 per share; 301,618 shares issuable under
the HealthWise of America, Inc. 1993 Key Employee Incentive Stock Plan at
exercise prices between $9.78 and $54.36 per share; 403,240 shares issuable
under the Individual Stock Option Agreement at $3.66 per share; 971 shares
issuable under the Three Individual Warrant Agreements at $49.42 per share;
and 32,536 shares issuable under the PHP, Inc. 1995 Stock Option Plan at
$31.10 per share.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
based on the prices at which the various options and warrants may be
exercised.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by United HealthCare
Corporation (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 0-13253).
(b) The Company's Current Reports on Form 8-K dated February 1, 1996 and
February 29, 1996 (File No. 0-13253).
(c) The description of the Company's Common Stock contained in United's
Registration Statement on Form 8-A dated September 20, 1991 (File No.
0-13253), and any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates 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 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 6. Indemnification of Directors and Officers.
Section 302A.521, subd. 2, of the Minnesota Statutes requires the Company
to indemnify a person made or threatened to be made a party to a proceeding, by
reason of the former or present official capacity of the person with respect to
the Company, against 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, 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 or
employee benefit plan for the same judgments, penalties or fines; (2) acted in
good faith; (3) received no improper personal benefit, and statutory procedure
has been followed in the case of any conflict of interest by a director; (4) in
the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (5) in the case of acts or omissions occurring in the
person's performance in the official capacity of director or, for a person not a
director, in the official capacity of officer, board committee member or
employee, reasonably believed that the conduct was in the best interests of the
Company, or, in the case of performance by a director, officer or employee of
the Company involving service as a director, officer, partner, trustee, employee
or agent of another organization or employee benefit plan, reasonably believed
that the conduct was not opposed to the best interests of the Company. In
addition, Section 302A.521, subd. 3, requires payment by the Company, upon
written request, of reasonable expenses in advance of final disposition of the
proceeding in certain instances. Article IX of the Bylaws of the Company
provides that the Company shall indemnify officers and directors to the extent
Section 302A.521, as now enacted or hereafter amended, permits.
-1-
<PAGE>
Item 8. Exhibits.
4.1 Second Restated Articles of Incorporation of the Company
(incorporated by reference to the Company's Annual Report on Form 10-
K for the year ended December 31, 1995) (File No. 0-13253)
4.2 Bylaws of the Company (incorporated by reference to Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1991)
(File No. 0-13253)
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Power of Attorney
Item 9. Undertakings.
A. Post-Effective Amendments.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement;
(c) 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 subparagraphs (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the Company 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
-2-
<PAGE>
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. Subsequent Documents Incorporated by Reference.
----------------------------------------------
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. Claims for Indemnification.
--------------------------
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 other
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.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe 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 15th day of
April, 1996.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire, M.D.
-----------------------------------------------
William W. McGuire, M.D.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on the 15th day of April, 1996:
By /s/ William W. McGuire, M.D.
---------------------------------------------------
William W. McGuire, M.D.
Chairman, President, Chief Executive Officer and Director
(principal executive officer)
By /s/ David P. Koppe
---------------------------------------------------
David P. Koppe
Chief Financial Officer, Vice President, Treasurer and Controller
(principal financial and accounting officer)
By
---------------------------------------------------
William C. Ballard, Jr.
Director
By *
---------------------------------------------------
Richard T. Burke
Director
By *
---------------------------------------------------
James A. Johnson
Director
By *
---------------------------------------------------
Thomas H. Kean
Director
By
---------------------------------------------------
Douglas W. Leatherdale
Director
-4-
<PAGE>
By *
---------------------------------------------------
Elizabeth J. McCormack
Director
By
---------------------------------------------------
James L. Seiberlich
Director
By *
---------------------------------------------------
Kennett L. Simmons
Director
By
---------------------------------------------------
William G. Spears
Director
By *
---------------------------------------------------
Gail R. Wilensky
Director
*By /s/ William W. McGuire, M.D.
---------------------------------------------------
William W. McGuire, M.D.
As Attorney-In-Fact
-5-
<PAGE>
EXHIBIT INDEX
-------------
No. Exhibit Name
- --- ------------
4.1 Second Restated Articles of Incorporation of the Company (incorporated by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995) (File No. 0-13253)
4.2 Bylaws of the Company (incorporated by reference to Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1991)
(File No. 0-13253)
5 Opinion of Dorsey & Whitney LLP regarding legality
23.1 Consent of Arthur Andersen LLP, independent public accountants
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5 above)
24 Powers of Attorney
<PAGE>
Exhibit 5
[Dorsey & Whitney LLP Letterhead]
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
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 767,503
shares of Common Stock, $.01 par value, of the Company (the "Shares"), initially
issuable upon the exercise of stock options and warrants granted pursuant to the
HealthWise of America, Inc. 1993 Non-Qualified Stock Option Plan for Non-
Employee Directors, the HealthWise of America, Inc. 1993 Key Employee Incentive
Stock Option Plan, the PHP, Inc. 1995 Stock Option Plan, one individual option
agreement and three individual warrant agreements (collectively, the "Plans"),
which Plans were assumed by the Company in connection with the mergers of two
wholly-owned subsidiaries of the Company with and into each of HealthWise of
America, Inc. and PHP, Inc.
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinion
set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the 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.
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 Plans, will be validly issued, fully paid and
nonassessable.
Our opinion expressed above is limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: April 15, 1996
Very truly yours,
DORSEY & WHITNEY LLP
<PAGE>
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 29, 1996
included in United HealthCare Corporation's Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
April 15, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints William W. McGuire, M.D., David
Koppe and Kevin H. Roche, his or her true and lawful attorneys-in-fact and
agents, with full powers of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities to execute a
Registration Statement on Form S-8 to be filed under the Securities Act of 1933,
as amended, for the registration of shares of Common Stock of United HealthCare
Corporation as contemplated by the two Agreements and Plans of Merger by and
among United HealthCare Corporation, a wholly-owned subsdiary thereof, and each
of HealthWise of America, Inc. and PHP, Inc., and any and all 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,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: April 12, 1996
/s/ William W. McGuire, M.D.
- -------------------------------- -----------------------------------
William W. McGuire, M.D. Douglas W. Leatherdale
/s/ Elizabeth J. McCormack
- -------------------------------- -----------------------------------
David P. Koppe Elizabeth J. McCormack
- -------------------------------- -----------------------------------
William C. Ballard, Jr. James L. Seiberlich
/s/ Richard T. Burke
- --------------------------------- -----------------------------------
Richard T. Burke William G. Spears
/s/ James A. Johnson /s/ Kenneth L. Simmons
- --------------------------------- -----------------------------------
James A. Johnson Kennett L. Simmons
/s/ Thomas H. Kean /s/ Gail R. Wilensky
- --------------------------------- -----------------------------------
Thomas H. Kean Gail R. Wilensky
