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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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 OPUS CENTER
9900 BREN ROAD EAST
MINNETONKA, MINNESOTA 55343
(Address of Principal Executive Offices, including Zip Code)
UNITED HEALTHCARE CORPORATION
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
AMENDED AND RESTATED AS OF MAY 12, 1999
(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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1
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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) 500,000 $49.5625 $24,781,250 $6,889.19
</TABLE>
(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 is
based upon the average of the high and low sales prices of the Company's
Common Stock as reported on the NYSE on October 27, 1999.
2
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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. 33-59623) filed with the Securities
and Exchange Commission on May 26, 1995.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
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
</TABLE>
3
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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
November 3, 1999.
UNITED HEALTHCARE CORPORATION
By /s/ William W. McGuire, M.D.
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William W. McGuire, M.D.
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 November 3, 1999.
<TABLE>
<S> <C>
/s/ William W. McGuire, M.D. Chief Executive Officer and Director
- ----------------------------- (principal executive officer)
William W. McGuire, M.D.
/s/ Arnold H. Kaplan Chief Financial Officer
- ----------------------------- (principal financial officer)
Arnold H. Kaplan
/s/ Patrick J. Erlandson Chief Accounting Officer
- ----------------------------- (principal accounting officer)
Patrick J. Erlandson
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
* 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
</TABLE>
*By: /s/ William W. McGuire, M.D.
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William W. McGuire, M.D.
AS ATTORNEY-IN-FACT
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
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
</TABLE>
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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
United Healthcare Corporation Nonemployee Director Stock Option
Plan, Amended and Restated as of May 12, 1999
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 500,000 shares of the Company's Common
Stock, $.01 par value per share (the "Stock"), issuable pursuant to the
United HealthCare Corporation Nonemployee Director Stock Option Plan, Amended
and Restated as of May 12, 1999 (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: November 3, 1999
Very truly yours,
/s/ David J. Lubben
David J. Lubben
Secretary and General Counsel
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EXHIBIT 15
LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
November 3, 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 June 30, 1999, which includes our report dated August
5, 1999, 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 unaudited interim 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
7
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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
November 3, 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 Nonemployee
Director Stock Option Plan, Amended and Restated as of May 12, 1999, 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 October
26, 1999, by the following persons.
/s/ William W. McGuire, M.D. /s/ Walter F. Mondale
- --------------------------------- ---------------------------
William W. McGuire, M.D. Walter F. Mondale
/s/ William C. Ballard, Jr. /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 /s/ William G. Spears
- --------------------------------- ---------------------------
James A. Johnson William G. Spears
/s/ Thomas H. Kean /s/ Gail R. Wilensky
- --------------------------------- ---------------------------
Thomas H. Kean Gail R. Wilensky
/s/ Douglas W. Leatherdale
- ---------------------------------
Douglas W. Leatherdale
