<PAGE>
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
AMENDED AND RESTATED
1991 STOCK AND INCENTIVE PLAN,
AMENDED AND RESTATED EFFECTIVE MAY 14, 1997
(Full title of the plan)
DAVID J. LUBBEN
General Counsel and 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:
JAMES D. ALT, ESQ.
Dorsey & Whitney LLP
Pillsbury Center South
220 South 6th Street
Minneapolis, Minnesota 55402
----------------------------------
<PAGE>
--------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 3,019,088 $69.65625 $210,298,348.50 $62,038.01
</TABLE>
*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 April 13, 1998.
<PAGE>
PART II
The information required to be filed in this registration statement is
incorporated herein by reference to the information contained in the
registration statements on Form S-8 (File No. 33-50285; File No. 33-67918;
File No. 33-75846; File No. 33-59083; File No. 333-06533; and File No.
333-25923) filed with the Securities and Exchange Commission on July 31,
1992; August 26, 1993; February 28, 1994; May 4, 1995; June 21, 1996 and
April 25, 1997, respectively.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5 Opinion of General Counsel of Company
23.1 Consent of Arthur Andersen LLP, independent public
accountants
23.2 Consent of General Counsel (included in Exhibit 5 above)
24 Power of Attorney
</TABLE>
<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 15th day
of April, 1998.
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 of 1933, this Registration
Statement has been signed by the following persons on behalf of the
Registrant in the capacities indicated on the 15th day of April, 1998.
/s/ William W. McGuire, M.D. Chairman, President, Chief
- -------------------------------- Executive Officer and Director
William W. McGuire, M.D. (principal executive officer)
/s/ David P. Koppe Chief Financial Officer
- -------------------------------- (principal financial and accounting
David P. Koppe officer)
* Director
- --------------------------------
William C. Ballard, Jr.
* Director
- --------------------------------
Richard T. Burke
* Director
- --------------------------------
James A. Johnson
* Director
- --------------------------------
Thomas H. Kean
* Director
- --------------------------------
Douglas W. Leatherdale
* Director
- --------------------------------
Walter F. Mondale
* Director
- --------------------------------
Mary O. Mundinger
* Director
- --------------------------------
Robert L. Ryan
* Director
- --------------------------------
Kennett L. Simmons
* Director
- --------------------------------
William G. Spears
* Director
- --------------------------------
Gail R. Wilensky
*By: /s/ William W. McGuire, M.D.
-----------------------------
William W. McGuire, M.D.
AS ATTORNEY-IN-FACT
<PAGE>
[UNITED HEALTHCARE CORP. LETTERHEAD]
EXHIBIT 5
Board Of Directors
United HealthCare Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
Re: Registration Statement on Form S-8
United HealthCare Corporation Amended and Restated 1991 Stock and
Incentive Plan, Amended and Restated Effective May 14, 1997
Ladies and Gentlemen:
This opinion is being delivered in connection with a Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the sale by United HealthCare Corporation, a Minnesota Corporation (the
"Company"), of up to 3,019,088 shares of the Company's Common Stock, $.01 par
value per share (the "Stock"), issuable pursuant to the United HealthCare
Corporation Amended and Restated 1991 Stock and Incentive Plan, Amended and
Restated Effective May 14, 1997 (the "Plan").
As General Counsel of the Company, I am familiar with the affairs of the
Company. In addition, my staff and I have examined such documents, and have
reviewed such questions of law as I have deemed necessary for the purposes of
rendering the opinion set forth below.
In rendering this opinion, I have assumed, with respect to all parties to
agreements or instruments relevant hereto (other than the Company) that: (i)
such parties had or will have the requisite power and authority (corporate and
otherwise) to execute, deliver and perform such agreements or instruments; (ii)
such agreements or instruments have been or will have been duly authorized by
all requisite action (corporate or otherwise), executed and delivered by such
parties; and (iii) such agreements and instruments are or will be the valid,
binding and enforceable obligations of such parties.
Based on the foregoing, I am of the opinion that the Stock has been duly
authorized by all requisite corporate action and, upon issuance, delivery and
payment therefor in accordance with the Plan, will be validly issued, fully paid
and nonassessable.
The opinion expressed above is limited to the laws of the State of
Minnesota and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: April 15, 1998
Very truly yours,
/s/ David J. Lubben
David J. Lubben
General Counsel
<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 12,
1998 incorporated by reference in United HealthCare Corporation's Form 10-K for
the year ended December 31, 1997 and to all references to our firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
April 13, 1998
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 6th day
of April, 1998, by the following person.
/s/ William C. Ballard, Jr.
- -------------------------------------
William C. Ballard, Jr.
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 9th day
of April, 1998, by the following person.
/s/ Richard T. Burke
- -------------------------------------
Richard T. Burke
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 6th day
of April, 1998, by the following person.
/s/ James A. Johnson
- -------------------------------------
James A. Johnson
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 3rd day
of April, 1998, by the following person.
/s/ Thomas H. Kean
- -------------------------------------
Thomas H. Kean
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 3rd day
of April, 1998, by the following person.
/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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 3rd day
of April, 1998, by the following person.
/s/ Walter F. Mondale
- -------------------------------------
Walter F. Mondale
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 6th day
of April, 1998, by the following person.
/s/ Mary O. Mundinger
- -------------------------------------
Mary O. Mundinger
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 3rd day
of April, 1998, by the following person.
/s/ Robert L. Ryan
- -------------------------------------
Robert L. Ryan
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 3rd day
of April, 1998, by the following person.
/s/ Kennett L. Simmons
- -------------------------------------
Kennett L. Simmons
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 3rd day
of April, 1998, by the following person.
/s/ William G. Spears
- -------------------------------------
William G. Spears
<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 David J. Lubben,
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, AMENDED AND RESTATED EFFECTIVE MAY 14,
1997, 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 8th day
of April, 1998, by the following person.
/s/ Gail R. Wilensky
- -------------------------------------
Gail R. Wilensky
