UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
June 5, 2006
WELLCARE
HEALTH PLANS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32209
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47-0937650
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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8725
Henderson Road, Renaissance One
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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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Registrant’s
telephone number, including area code:
(813) 290-6200
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item 1.01 Entry
into a Material Definitive Agreement.
Connecticut
Medicaid Contracts
On
June
5, 2006, the Registrant received an executed Purchase of Service Contract
number
093-HUS-WCC-2, between the State of Connecticut Department of Social Services
(“DSS”) and WellCare of Connecticut, Inc., a wholly-owned subsidiary of the
Registrant (“WellCare CT”), pursuant to which WellCare CT participates in the
Husky B Medicaid program. The contract is in effect from July 1, 2005 through
June 30, 2007. A copy of the contract is attached as exhibit 10.1 to this
Current Report.
In
addition, on June 5, 2006, the registrant received Amendment No. 15 to Purchase
of Service Contract number 093-MED-WCC-1, between DSS and WellCare CT, pursuant
to which WellCare CT participates in the Husky A Medicaid program. The amendment
is for the sole purpose of incorporating language concerning orders of the
Freedom of Information Commission, which requires that WellCare CT comply
with
certain statutory disclosure provisions under the Connecticut Freedom of
Information Act. The amendment is in effect through June 30, 2007. A copy
of the
amendment is attached as exhibit 10.2 to this Current Report.
In
the
interest of providing interested parties with full access to its federal,
state
and county contracts, the Registrant has elected to file such agreements
with
the Securities and Exchange Commission. The Registrant does not believe that
its
business is substantially dependent on many of these agreements when each
is
taken individually.
Board
of Director Compensation
On
June
6, 2006, the Compensation Committee of the Registrant’s Board of Directors
approved an increase in the annual fee paid to the Registrant’s non-employee
Directors (other than Mr. Moszkowski) from $25,000 to $27,500. In addition,
the
Compensation Committee approved an additional $2,500 annual fee for each
member
of the Audit Committee of the Board of Directors (other than the chairperson)
and an additional $5,000 annual fee for the chairperson of the Audit Committee
of the Board of Directors. A summary description of the annual fees to be
paid
to the members of the Board of Directors is attached as exhibit 10.3 to this
Current Report. The Compensation Committee also approved an award of 5,000
stock
options to each non-employee member of the Board of Directors, with the
exception of the chairperson of the Audit Committee, Regina Herzlinger, who
was
awarded 6,500 stock options. These stock options were awarded as of June
7,
2006, are immediately vested and expire after seven years. Neal Moszkowski,
the
chairman of the Board of Directors, does not receive an annual fee and was
not
awarded any stock options. The Compensation Committee also awarded Dr. Andrew
Agwunobi, a newly elected Director, an initial grant of 7,500 stock options,
which are immediately vested and expire after seven years, and 2,000 shares
of
restricted stock which vest over two years.
Heath
Schiesser Arrangement
On
June
7, 2006, the Registrant extended an offer letter to Heath Schiesser to serve
as
Senior Advisor to the Registrant commencing June 7, 2006, which offer letter
Mr.
Schiesser accepted. The offer letter terminates Mr. Schiesser’s prior Amended
and Restated Employment Agreement, dated June 28, 2004, by and between the
Registrant and Mr. Schiesser, which was included as an exhibit to the
Registrant’s Amendment No. 3 to the Registration Statement on Form S-1 filed on
June 29, 2004, pursuant to which he served as the Registrant’s Senior Vice
President, Marketing and Sales. Under the terms of the offer letter, Mr.
Schiesser’s annual base salary will be substantially reduced and he will become
a part-time employee of the Registrant effective October 16, 2006. In addition,
Mr. Schiesser entered into a non-qualified stock option agreement with the
Registrant in connection with the offer letter under which the Registrant
granted him an option, issued pursuant to the Registrant’s 2004 Equity Incentive
Plan, to purchase 28,600
shares of common stock of the Registrant which will vest in full on August
1,
2007. Mr. Schiesser also entered into a confidentiality agreement, as well
as a
new restrictive covenant agreement, which contains non-competition,
non-solicitation and non-disparagement provisions and expires on the first
anniversary of his termination of employment. Provided that Mr. Schiesser
has
complied with the terms of the confidentiality and restrictive covenant
agreements, Mr. Schiesser will receive a lump sum payment of $250,000 upon
the
expiration of restrictive covenant agreement.
The
offer
letter to Mr. Schiesser is attached as exhibit 10.4 to this Current
Report.
The
foregoing descriptions do not purport to be a complete statement of the parties’
rights and obligations under the above-described agreements. The above
descriptions are qualified in their entirety by reference to the complete
agreements which are filed as exhibits hereto.
Item 1.02 Entry
into a Material Definitive Agreement.
As
described above under Item 1.01, the Amended and Restated Employment Agreement,
dated June 28, 2004, by and between the Registrant and Mr. Schiesser, was
terminated as of June 7, 2006.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On
June
7, 2006, the Registrant held its annual meeting of shareholders. At the meeting,
the Registrant’s shareholders elected to Dr. Andrew Agwunobi as a new member of
the Board and re-elected Christian Michalik and Ruben King-Shaw, Jr. all
as
Class II members for three-year terms. Dr. Agwunobi replaced Dr. Glen Johnson
whose term on the board expired as of the date of the shareholders meeting.
Item
9.01 Financial
Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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WELLCARE
HEALTH PLANS, INC.
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Date:
June 8, 2006
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/s/
Thaddeus
Bereday
Thaddeus
Bereday
Senior
Vice President and General Counsel
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Exhibit
No. Description