<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 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)
MEDICODE, INC.
AMENDED AND RESTATED
1991 STOCK OPTION PLAN
(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
__________________________________
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- --------------------------------------------------------------------------------
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 (1) Fee (1)
- ------------------ ---------- -------------- ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 507,103 $.06 to $13.44 $2,465,717.40 $727.39
</TABLE>
(1) Calculated in accordance with Rule 457(h) under the Securities Act of 1933,
based on the prices at which the various options may be exercised.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by United HealthCare Corporation (the
"Company") 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, 1996, as amended by the Form 10-K/A filed on June 16,
1997.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (file #0-13253) filed
September 20, 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person who was or is made or is threatened to be
made a party to any proceeding, by reason of the former or present official
capacity (as defined) of such person, against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys fees and disbursements,
incurred by such person in connection with the proceeding if certain statutory
standards are met. "Proceeding" means a threatened, pending or complete civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.
The Company's Bylaws provide for the indemnification of such persons, for
such expenses and liabilities, in such manner, under such circumstances and to
such extent as permitted by Section 302A.521 of the Minnesota Business
Corporation Act. The Company maintains a standard policy of officers and
directors insurance.
1
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ITEM 8. EXHIBITS
Exhibit Number Description
- -------------- -----------
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)
4.2 Bylaws of the Company (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991)
5 Opinion of General Counsel of Company re Legality
15 Letter re Unaudited Interim Financial Information
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
ITEM 9. UNDERTAKINGS
A. Post-Effective Amendments
-------------------------
The Company hereby undertakes:
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;
provided, however, that paragraphs (1)(i) and (1)(ii) above will 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 Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the 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.
2
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B. Subsequent Documents Incorporated by Reference
----------------------------------------------
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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
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.
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 29th day of
January, 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
Company in the capacities indicated on the 29th day of January, 1998.
/s/ William W. McGuire, M.D. Chairman, President, Chief Executive Officer
- ------------------------------ and Director (principal executive officer)
William W. McGuire, M.D.
/s/ David P. Koppe Assistant Treasurer and Chief Financial
- ------------------------------ Officer (principal accounting officer)
David P. Koppe
*
- ---------------------------- Director ---------------------------- Director
William C. Ballard, Jr. Mary O. Mundinger
* *
- ---------------------------- Director ---------------------------- Director
Richard T. Burke Robert L. Ryan
*
- ---------------------------- Director ---------------------------- Director
James A. Johnson Kennett L. Simmons
* *
- ---------------------------- Director ---------------------------- Director
Thomas H. Kean William G. Spears
* *
- ---------------------------- Director ---------------------------- Director
Douglas W. Leatherdale Gail R. Wilensky
*
- ---------------------------- Director
Walter F. Mondale
*By: /s/ William W. McGuire, M.D.
-------------------------------
William W. McGuire, M.D.
As Attorney-In-Fact
4
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
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)
4.2 Bylaws of the Company (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991)
5 Opinion of General Counsel of Company re Legality
15 Letter re Unaudited Interim Financial Information
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
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[LETTERHEAD OF UNITED HEALTHCARE CORPORATION]
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
Medicode, Inc. Amended and Restated 1991 Stock Option Plan
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 507,103 shares of the Company's Common Stock, $.01 par
value per share (the "Stock"), issuable upon the exercise from time to time of
stock options granted pursuant to the Medicode, Inc. Amended and Restated 1991
Stock Option Plan (the "Plan"), which was assumed by the Company in connection
with the merger of Medicode, Inc. and UHC Plum Acquisition, Inc.
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, including
resolutions adopted by the Board of Directors with respect to the Registration
Statement and the Stock, 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: January 29, 1998
Very truly yours,
/s/ David J. Lubben
David J. Lubben
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EXHIBIT 15
LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
January 29, 1998
United Health Care Corporation
300 Opus Center
9900 Bren Road East
Minnetonka, Minnesota 55343
To United HealthCare Corporation
We are aware that United HealthCare Corporation and Subsidiaries has
incorporated by reference in this Registration Statement its Form 10-Q's for the
quarters ended March 31, 1997, June 30, 1997 and September 30, 1997, which
include our reports dated May 7, 1997, August 7, 1997 and November 6, 1997
covering the unaudited interim condensed consolidated financial information
contained therein. Pursuant to Regulation C of the Securities Act of 1933, those
reports are not considered a part of the Registration Statement prepared or
certified by our firm or a report prepared or certified by our firm within the
meaning of Sections 7 and 11 of the Securities Act of 1933.
Very truly yours,
ARTHUR ANDERSEN LLP
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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 reports dated February 28, 1997
incorporated by reference in United HealthCare Corporation's Form 10-K for the
year ended December 31, 1996 and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
January 29, 1998
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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 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 MEDICODE, INC. 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 29th day
of January, 1998, by the following persons.
/s/ Walter F. Mondale
----------------------------- -----------------------------
William W. McGuire, M.D. Walter F. Mondale
/s/ Mary O. Mundinger
----------------------------- -----------------------------
William C. Ballard, Jr. Mary O. Mundinger
/s/ Richard T. Burke /s/ Robert L. Ryan
----------------------------- -----------------------------
Richard T. Burke Robert L. Ryan
/s/ James A. Johnson
----------------------------- -----------------------------
James A. Johnson Kennett L. Simmons
/s/ Thomas H. Kean /s/ William G. Spears
----------------------------- -----------------------------
Thomas H. Kean William G. Spears
/s/ Douglas W. Leatherdale /s/ Gail R. Wilensky
----------------------------- -----------------------------
Douglas W. Leatherdale Gail R. Wilensky
