Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RIGHTCHOICE MANAGED CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-1674052
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1831 Chestnut Street, St. Louis, Missouri 63103-2275
(Address of Principal Executive Offices) (Zip Code)
RightCHOICE Managed Care, Inc. 1994 Equity Incentive Plan
(Full Title of the Plan)
ANGELA F. BRALY, Esq.
Executive Vice President, General Counsel and Corporate Secretary
RightCHOICE Managed Care, Inc.
1831 Chestnut Street, St. Louis, Missouri 63103-2275
(314) 923-4430
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Maximum Aggregate Amount of
to be Registered Amount to be Offering Price Offering Registration
Registered(1) Per Share(2) Price(2) Fee
Class A Common Stock 500,000 $11.3750 $5,687,500 $1,581.13
($0.01 par value)
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
this Registration Statement shall also be deemed to cover any additional
securities to be offered or issued to prevent dilution resulting from stock
splits, stock dividends and similar transactions.
(2) The Securities registered hereunder are to be offered pursuant to
the RightCHOICE Managed Care, Inc. 1994 Equity Incentive Plan. The amount set
forth herein is estimated solely for purposes of calculating the registration
fee in accordance with Rule 457(h)(1). Pursuant to Rule 457(c), the amount set
forth herein represents the average of the high and low prices of
the Registrant's Common Stock as of July 28, 1999.
STATEMENT
This Registration Statement on Form S-8 relating to the
Registrant's 1994 Equity Incentive Plan (the "Plan") is being
filed to register additional securities of the same class as
other securities, for which an earlier-filed Registration
Statement on Form S-8 relating to the Plan is effective.
Pursuant to Instruction E of Form S-8, the contents of such
earlier Registration Statement (No. 333-33293) are incorporated
herein by reference.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
RightCHOICE Managed Care, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the
following documents:
(a) the Registrant's annual report on Form 10-K for the year
ended December 31, 1998;
(b) the Registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 1999; and
(c) the description of the Class A Common Stock, $.01 par value,
of the Registrant contained in the Registrant's Registration
Statement on Form 8-A (No. 1-13248).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold, or which deregisters all securities offered hereby then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents, except that any information
included in any such document in response to Item 402(i), (k) or
(l) of Regulation S-K shall not be deemed to constitute a part of
this Registration Statement. Any statement contained in a
document incorporated or deemed to be 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.
Item 5. Interests of Counsel and Named Experts.
The validity of the shares of the Registrant's Class A
Common Stock registered pursuant to this Registration Statement
and certain other legal matters have been passed upon for the
Corporation by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri.
As of June 29, 1999, members of, and attorneys employed by Lewis,
Rice & Fingersh, L.C. owned directly or indirectly 4,000 shares
of the Corporation's Common Stock.
Item 8. Exhibits.
The following exhibits are submitted herewith or
incorporated by reference herein:
Exhibit No. Exhibit
5 Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C.
(contained in opinion filed herewith as Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended, 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 St. Louis,
State of Missouri, as of July 29, 1999.
RIGHTCHOICE MANAGED CARE, INC.
By /s/ John A. O'Rourke
John A. O'Rourke
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Name Title Date
/s/ John A. O'Rourke President, Chief Executive July 29, 1999
John A. O'Rourke Officer, and Director
(principal executive officer)
/s/ Sandra Van Trease Senior Executive Vice President July 29, 1999
Sandra Van Trease and Chief Financial Officer and
Chief Operating Officer (principal
financial and accounting officer)
* Director July 29, 1999
Norman J. Tice
* Director July 29, 1999
William H. T. Bush
* Director July 29, 1999
Ronald G. Evens, M.D.
* Director July 29, 1999
Earle H. Harbison, Jr.
* Director July 29, 1999
Roger B. Porter, Ph.D.
* Director July 29, 1999
Gloria W. White
*By:/s/ Angela F. Braly
_________________
Attorney-in-fact
RIGHTCHOICE MANAGED CARE, INC.
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Exhibit No. Exhibit
5 Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C.
(contained in opinion filed herewith as
Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
Exhibit 5
July 29, 1999
Board of Directors
RightCHOICE Managed Care, Inc.
1831 Chestnut Street
St. Louis, Missouri 63103-2275
Re: Registration Statement on Form S-8 for Issuance of Shares of
Common Stock Pursuant to the RightCHOICE Managed care, Inc.
1994 Equity Incentive Plan
Ladies and Gentlemen:
In connection with the registration with the Securities and
Exchange Commission of shares of Common Stock, par value $0.01
per share (the "Securities"), of RightCHOICE Managed Care, Inc.
("RightCHOICE"), you have requested that we furnish you with our
opinion as to the legality of the issuance of the Securities in
connection with the RightCHOICE Managed Care, Inc. 1994 Equity
Incentive Plan (the "Plan").
As counsel to RightCHOICE, we have participated in the
preparation of the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration
Statement"), with respect to the Securities. We have examined
and are familiar with RightCHOICE's Articles of Incorporation, as
amended, Amended and Restated Bylaws, records of corporate
proceedings, the Registration Statement, the Plan and such other
documents and records as we have considered appropriate.
Based upon the foregoing, we are of the opinion that the
Securities have been duly and validly authorized and will, when
issued as contemplated in the Plan, be legally issued, fully paid
and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 9,
1999, except for Note 13 for which the date is March 15, 1999,
relating to the financial statements and financial statement
schedules of RightCHOICE Managed Care, Inc., which appears in
RightCHOICE Managed Care, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
July 30, 1999
Exhibit 24
POWER OF ATTORNEY
I, Norman J. Tice, hereby constitute and appoint John A.
O'Rourke, Sandra Van Trease and Angela F. Braly, and each of
them, my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my own
name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect to shares of
Class A Common Stock of RightCHOICE Managed Care, Inc. (the
"Corporation") offered and sold in connection with the
Corporation's 1994 Equity Incentive Plan, and to sign any and all
amendments or supplements (including post-effective amendments)
to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Norman J. Tice
Norman J. Tice, Director
POWER OF ATTORNEY
I, William H. T. Bush, hereby constitute and appoint John A.
O'Rourke, Sandra Van Trease and Angela F. Braly, and each of
them, my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my own
name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect to shares of
Class A Common Stock of RightCHOICE Managed Care, Inc. (the
"Corporation") offered and sold in connection with the
Corporation's 1994 Equity Incentive Plan, and to sign any and all
amendments or supplements (including post-effective amendments)
to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ William H.T. Bush
William H. T. Bush, Director
POWER OF ATTORNEY
I, Ronald G. Evens, M.D., hereby constitute and appoint John
A. O'Rourke, Sandra Van Trease and Angela F. Braly, and each of
them, my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my own
name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect to shares of
Class A Common Stock of RightCHOICE Managed Care, Inc. (the
"Corporation") offered and sold in connection with the
Corporation's 1994 Equity Incentive Plan, and to sign any and all
amendments or supplements (including post-effective amendments)
to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Ronald G. Evens
Ronald G. Evens, M.D., Director
POWER OF ATTORNEY
I, Earle H. Harbison, Jr., hereby constitute and appoint
John A. O'Rourke, Sandra Van Trease and Angela F. Braly, and each
of them, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my
own name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect to shares of
Class A Common Stock of RightCHOICE Managed Care, Inc. (the
"Corporation") offered and sold in connection with the
Corporation's 1994 Equity Incentive Plan, and to sign any and all
amendments or supplements (including post-effective amendments)
to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Earle H. Harbison
Earle H. Harbison, Jr., Director
POWER OF ATTORNEY
I, Roger B. Porter, Ph.D., hereby constitute and appoint
John A. O'Rourke, Sandra Van Trease and Angela F. Braly, and each
of them, my true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for me and in my
own name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect to shares of
Class A Common Stock of RightCHOICE Managed Care, Inc. (the
"Corporation") offered and sold in connection with the
Corporation's 1994 Equity Incentive Plan, and to sign any and all
amendments or supplements (including post-effective amendments)
to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Roger B. Porter
Roger B. Porter, Ph.D., Director
POWER OF ATTORNEY
I, Gloria W. White, hereby constitute and appoint John A.
O'Rourke, Sandra Van Trease and Angela F. Braly, and each of
them, my true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for me and in my own
name, place and stead, in any and all capacities to sign a
Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission with respect to shares of
Class A Common Stock of RightCHOICE Managed Care, Inc. (the
"Corporation") offered and sold in connection with the
Corporation's 1994 Equity Incentive Plan, and to sign any and all
amendments or supplements (including post-effective amendments)
to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Gloria W. White
Gloria W. White, Director
POWER OF ATTORNEY
I, John A. O'Rourke, hereby constitute and appoint Sandra
Van Trease and Angela F. Braly, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my own name, place
and stead, in any and all capacities to sign a Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission with respect to shares of Class A Common
Stock of RightCHOICE Managed Care, Inc. (the "Corporation")
offered and sold in connection with the Corporation's 1994 Equity
Incentive Plan, and to sign any and all amendments or supplements
(including post-effective amendments) to such Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ John A. O'Rourke
John A. O'Rourke, President,
Chief Executive Officer and
Director
POWER OF ATTORNEY
I, Sandra Van Trease, hereby constitute and appoint John A.
O'Rourke and Angela F. Braly, and each of them, my true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for me and in my own name, place
and stead, in any and all capacities to sign a Registration
Statement on Form S-8 to be filed with the Securities and
Exchange Commission with respect to shares of Class A Common
Stock of RightCHOICE Managed Care, Inc. (the "Corporation")
offered and sold in connection with the Corporation's 1994 Equity
Incentive Plan, and to sign any and all amendments or supplements
(including post-effective amendments) to such Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as I might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/ Sandra Van Trease
Sandra Van Trease, Executive
Senior Vice President, Chief
Financial Officer and Chief
Operating Officer
