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Previous: FIDELITY ADVISOR SERIES VIII, 497, 2000-09-21 |
Next: UNITEDHEALTH GROUP INC, S-8, EX-5, 2000-09-21 |
As filed with the Securities and Exchange Commission on September 21, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNITEDHEALTH GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1321939 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 9900 Bren Road East Minnetonka, Minnesota |
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55343 |
| (Address of Principal Executive Offices) | (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 UnitedHealth Group Incorporated 9900 Bren Road East Minnetonka, Minnesota 55343 (Name and address of agent for service) |
Copy to: JAMES D. ALT, ESQ. Dorsey & Whitney LLP Pillsbury Center South 220 South 6th Street Minneapolis, Minnesota 55402 |
(952) 936-1300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share* |
Proposed Maximum Aggregate Offering Price* |
Amount of Registration Fee |
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|---|---|---|---|---|---|---|---|---|
| Common Stock ($.01 par value) | 10,000,000 shares | $92.22 | $922,200,000 | $243,460.80 | ||||
Part II.
Information Required in the Registration Statement
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 Nos. 33-50285; 33-67918; 33-75846; 33-59083; 333-06533; 333-25923; 333-50461 and 333-87243) filed with the Securities and Exchange Commission on July 31, 1992; August 26, 1993; February 28, 1994; May 4, 1995; June 21, 1996, April 25, 1997, April 20, 1998 and September 16, 1999, respectively.
Item 8. Exhibits
| Exhibit Number |
Description |
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|---|---|---|
| 5 | Opinion and Consent of the General Counsel of the Registrant | |
| 15 | Letter re Unaudited Interim Financial Information | |
| 23.1 | Consent of Arthur Andersen LLP, independent public accountants | |
| 23.2 | Consent of the General Counsel of the Registrant (included in Exhibit 5 above) | |
| 24 | Power of Attorney |
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 21st day of September, 2000.
| UNITEDHEALTH GROUP INCORPORATED | ||||
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By |
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/s/ WILLIAM W. MCGUIRE, M.D. William W. McGuire, M.D. Chief Executive Officer |
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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 this 21st day of September, 2000.
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| /s/ WILLIAM W. MCGUIRE, M.D. William W. McGuire, M.D. |
Director and Chief Executive Officer (principal executive officer) |
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| /s/ ARNOLD H. KAPLAN Arnold H. Kaplan |
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Chief Financial Officer (principal financial officer) |
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| /s/ PATRICK J. ERLANDSON Patrick J. Erlandson |
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Chief Accounting Officer (principal accounting officer) |
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| William C. Ballard, Jr. |
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Director |
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* Walter F. Mondale |
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Director |
| * Richard T. Burke |
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Director |
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* Mary O. Mundinger |
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Director |
| /s/ STEPHEN J. HEMSLEY Stephen J. Hemsley |
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Director |
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* Robert L. Ryan |
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Director |
| * James A. Johnson |
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Director |
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* William G. Spears |
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Director |
| * Thomas H. Kean |
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Director |
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* Gail R. Wilensky |
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Director |
| Douglas W. Leatherdale |
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Director |
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*By |
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/s/ WILLIAM W. MCGUIRE, M.D. William W. McGuire, M.D. As Attorney-In-Fact |
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| Exhibit Number |
Description |
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|---|---|---|
| 5 | Opinion and Consent of the General Counsel of the Registrant | |
| 15 | Letter re Unaudited Interim Financial Information | |
| 23.1 | Consent of Arthur Andersen LLP, independent public accountants | |
| 23.2 | Consent of the General Counsel of the Registrant (included in Exhibit 5 above) | |
| 24 | Power of Attorney |
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