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REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED HEALTHCARE CORPORATION
(Exact name of issuer as specified in its charter)
MINNESOTA 41-1321939
(State or other (I.R.S. Employer
jurisdiction of 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
1998 BROAD-BASED STOCK INCENTIVE 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
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)
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<S> <C> <C> <C> <C>
Common Stock
($.01 par value) 8,506,412 $66.375 $564,613,096.50 $156,962.44
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(1) Calculated in accordance with Rule 457(h) under the Securities Act of 1933.
Estimated solely for the purpose of determining the registration fee in
accordance with Rules 457(h) and (c). The proposed maximum offering price per
share is based upon the average of the high and low sales prices of the
Company's Common Stock as reported on the NYSE on June 21, 1999.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The company files annual, quarterly and special reports, proxy statements and
other information with the SEC. The SEC allows the company to "incorporate by
reference" the information we file with the SEC. This means that we can disclose
important information to you by referring you to those documents we have already
filed with the SEC. The information incorporated by reference is considered to
be part of this registration statement, and later information that we file with
the SEC will automatically update this registration statement.
We incorporate by reference into this registration statement the following
documents:
- - our Annual Report on Form 10-K for the year ended December 31, 1998;
- - our Annual Report on Form 10-K/A (amending the Annual Report on Form
10-K for the year ended December 31, 1998) filed April 22, 1999, for
the year ended December 31, 1998;
- - our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999;
- - our Amendment to Quarterly Report on Form 10-Q/A (amending the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998) filed April 22,
1999 and our Amendment to Quarterly Report on Form 10-Q/A (amending the
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)
filed April 22, 1999;
- - our reports on Form 8-K filed on January 8, 1999 and February 23, 1999;
- - our 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; and
- - all future filings we make under Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act.
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.
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ITEM 8. EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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4.1 Second Restated Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the year ended December 31,
1996.)
4.2 Amended and Restated Bylaws of United HealthCare Corporation,
as amended. (Incorporated by reference to Exhibit 3(b) of
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998.)
5 Opinion 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 Powers of Attorney
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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.
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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 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.
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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 June 22, 1999.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire
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William W. McGuire, M.D.
resident and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 22, 1999.
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<S> <C> <C> <C>
/s/ William W. McGuire
- -------------------------- Chairman, President, Chief Executive Officer and Director
William W. McGuire, M.D. (principal executive officer)
/s/ Arnold H. Kaplan
- -------------------------- Assistant Treasurer and Chief Financial Officer
Arnold H. Kaplan (principal financial officer and principal accounting officer)
* *
- -------------------------- Director --------------------------- Director
William C. Ballard, Jr. Walter F. Mondale
* *
- ------------------------- Director --------------------------- Director
Richard T. Burke Mary O. Mundinger
*
- ------------------------- Director --------------------------- Director
James A. Johnson Robert L. Ryan
* *
- ------------------------- Director --------------------------- Director
Thomas H. Kean William G. Spears
*
- ------------------------- Director --------------------------- Director
Douglas W. Leatherdale Gail R. Wilensky
/s/ William W. McGuire
*By: -----------------------------------
William W. McGuire, M.D.
AS ATTORNEY-IN-FACT
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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4.1 Second Restated Articles of Incorporation of the
Company. (Incorporated by reference to Exhibit 3(a) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.)
4.2 Amended and Restated Bylaws of United HealthCare
Corporation, as amended. (Incorporated by reference
to Exhibit 3(b) of the Company's Annual Report on Form
10-K for the year ended December 31, 1997 and
to Exhibit 3.1 of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September
30, 1998.)
5 Opinion 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 Powers 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: Opinion re Legality and Consent of General Counsel
United HealthCare Corporation 1998 Broad-Based Stock Incentive 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 8,506,412 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 United HealthCare Corporation 1998
Broad-Based Stock Incentive Plan (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, 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: June 22, 1999
Very truly yours,
David J. Lubben
Secretary and General Counsel
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EXHIBIT 15
LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
June 22, 1999
United HealthCare Corporation:
We are aware that United HealthCare Corporation has incorporated by reference
in this Registration Statement on Form S-8 its Form 10-Q for the quarter
ended March 31, 1999, which includes our report dated May 6, 1999 and Form
10-Q/A's for the quarters ended June 30 and September 30, 1998, which include
our reports dated April 22, 1999, 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 Act.
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 on Form S-8 of our
report dated February 18, 1999 incorporated by reference in United HealthCare
Corporation's Form 10-K (and as amended by its Form 10-K/A) for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
June 22, 1999
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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 United HealthCare
Corporation 1998 Broad-Based Stock 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
May 12, 1999, by the following persons.
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/s/ Walter F. Mondale
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William W. McGuire, M.D. Walter F. Mondale
/s/ William C. Ballard, Jr. /s/ Mary O. Mundinger
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William C. Ballard, Jr. Mary O. Mundinger
/s/ Richard T. Burke /s/ Robert L. Ryan
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Richard T. Burke Robert L. Ryan
/s/ William G. Spears
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James A. Johnson William G. Spears
/s/ Thomas H. Kean
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Thomas H. Kean Gail R. Wilensky
/s/ Douglas W. Leatherdale
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Douglas W. Leatherdale
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