Form 10-K/A No. 1
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
Fiscal Year Ended December 31, 2005
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For
the
Transition Period From _____________ to _____________
_________________________________________________
Commission
File Number 001-32209
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WellCare
Health Plans, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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47-0937650
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(State
or Other Jurisdiction of Incorporation Organization)
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(I.R.S.
Employer Identification No.)
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8725
Henderson Road, Renaissance One
Tampa,
Florida
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33634
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(813)
290-6200
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Registrant’s
telephone number, including area code
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Securities
registered pursuant to Section 12(b) of the Exchange Act:
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Common
Stock, par value $0.01 per share
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New
York Stock Exchange
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(Title
of Class)
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(Name
of Each Exchange on which Registered)
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Securities
registered pursuant to Section 12(g) of the Exchange Act:
NONE
Indicate
by check mark if the registrant
is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
x
No o
Indicate
by check mark if the registrant
is
not required to file reports pursuant to Section 13 of Section 15(d) of the
Act.
Yes o
No
x
Indicate
by check mark whether the registrant
(1)
has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2)
has been subject to such filing requirements for the past 90 days. Yes
x
No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III
of this Form 10-K or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act. Large Accelerated
Filer o
Accelerated Filer x
Non-Accelerated Filer o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
No
x
The
aggregate market value of Common Stock held by nonaffiliates of the registrant
(19,289,376 shares) on June 30, 2005 was $684,965,742 (based on the
closing price of $35.51 per share on June 30, 2005 as reported on the New York
Stock Exchange. For purposes of this computation, all officers, directors and
10% beneficial owners of the registrant are deemed to be affiliates. Such
determination should not be deemed to be an admission that such officers,
directors or 10% beneficial owners are, in fact, affiliates of the
registrant.
As
of
February 9, 2006 there were outstanding 39,499,056 shares of the registrant's
Common
Stock, par value $0.01 per share.
Documents
Incorporated by Reference
Portions
of the registrant's definitive Proxy Statement for the 2006 Annual Meeting
of
Stockholders are incorporated by reference into Part III of this Form
10-K.
EXPLANATORY
NOTE
This
Form
10-K/A is being filed to correct an omission from Exhibit 23.1 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 (“2005 10-K”),
which was filed with the Securities and Exchange Commission on February 14,
2006
by WellCare Health Plans, Inc. (the “Company”). In addition, as required by Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), new certifications by the Company’s principal executive officer and
principal financial officer are being filed as exhibits to this Form 10-K/A
under Item 15 of Part IV hereof.
For
purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the
Exchange Act, Exhibit 23.1 is hereby amended and restated in its entirety.
No attempt has been made in this Form 10-K/A to modify or update other
disclosures as presented in the original 2005 10-K.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized.
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WELLCARE
HEALTH PLANS, INC.
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Date:
February 16, 2006
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By:
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/s/
Todd S. Farha
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Todd
S. Farha
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President
and Chief Executive Officer
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EXHIBIT
INDEX
*
Filed
herewith.
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