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
9900 Bren Road East
Minnetonka, Minnesota 55343
(Address of Principal Executive Offices, including Zip Code)
UNITED HEALTHCARE CORPORATION
1993 EMPLOYEE STOCK PURCHASE PLAN,
AS AMENDED THROUGH MARCH 15, 1996
(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, ESQ.
Dorsey & Whitney LLP
Pillsbury Center South
220 S. Sixth Street
Minneapolis, Minnesota 55402
__________________________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registra-
Registered Registered Per Share* Price* tion Fee*
Common Stock 4,000,000 $52.625 $210,500,000 $72,586.21
($.01 par
value)
*Estimated solely for the purpose of determining the registration
fee in accordance with Rules 457(h) and (c). 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 28, 1996.
<PAGE>
The information required to be filed in this registration
statement is incorporated herein by reference to the information
contained in the registration statement on Form S-8 (File No. 33-
68158) filed with the Securities and Exchange Commission on August
27, 1993.
PART II
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)
24 Power of Attorney
<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
Minnetonka, State of Minnesota, on this 31st day of May, 1996.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire
----------------------
William W. McGuire, M.D.
President and Chief Executive
Officer
<PAGE>
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 31st
day of May, 1996.
/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 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
William G. Spears
- ------------------ Director
Gail R. Wilensky
*
- ------------------ Director
Kennett L. Simmons
*By: /s/William W. McGuire
---------------------
William W. McGuire, M.D.
As Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of counsel (included in Exhibit 5)
24 Power of Attorney
Exhibit 5
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 (the "Registration Statement")
relating to the sale by the Company from time to time of up to
4,000,000 shares of Common Stock, $.01 par value, of the Company
(the "Shares"), issuable pursuant to the United HealthCare
Corporation 1993 Employee Stock Purchase Plan, as amended through
March 15, 1996 (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 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.
<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 the
State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Dated: May 31, 1996
Very truly yours,
/s/ DORSEY & WHITNEY LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 related to the issuance of additional shares of United
HealthCare Common Stock pursuant to the United HealthCare
Corporation 1993 Employee Stock Purchase Plan, as amended through
March 15, 1996, 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.
/s/ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
May 31, 1996
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 1993 EMPLOYEE STOCK PURCHASE PLAN, AS
AMENDED THROUGH MARCH 15, 1996, 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 29th day of May, 1996.
/s/William W. McGuire /s/Douglas W.Leatherdale
- --------------------- -------------------------
William W. McGuire, M.D. Douglas W. Leatherdale
/s/David P. Koppe /s/Elizabeth J.McCormack
- ------------------- -------------------------
David P. Koppe Elizabeth J. McCormack
/s/William C. Ballard, Jr.
- -------------------------- ------------------------
William C. Ballard, Jr. Gail R. Wilensky
/s/Richard T. Burke /s/William G. Spears
- ----------------------- ---------------------
Richard T. Burke William G. Spears
/s/James A. Johnson /s/Kennett L. Simmons
- ------------------- ----------------------
James A. Johnson Kennett L. Simmons
/s/Thomas H. Kean
- -------------------
Thomas H. Kean
