form8-k.htm
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): September 23,
2008
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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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
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Entry
into a Material Definitive
Agreement.
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On
September 23, 2008, WellCare Health Plans, Inc. (the “Company”) received notice
of renewal of the contract between the Centers for Medicare & Medicaid
Services (“CMS”) and WellCare Prescription Insurance, Inc. (“WPI”), a
wholly-owned subsidiary of the Company, pursuant to which WPI provides
stand-alone prescription drug plans under Medicare Part D on a nationwide
basis. The contract renewal includes an addendum that incorporates
contract language required by the Medicare Improvements for Patients and
Providers Act of 2008 and the Revisions to the Part D Prescription Drug Contract
Determinations, Appeals, and Intermediate Sanctions Processes adopted by CMS in
December of 2007. The renewal is for a period of one year ending on
December 31, 2009. A copy of the renewal notice with addendum is attached
as Exhibit 10.1 to this Current Report on Form 8-K.
Item
8.01 Other Events.
On
September 26, 2008, WellCare of Louisiana, Inc., a wholly-owned subsidiary of
the Company, filed its annual audited financial statements for the year ended
December 31, 2007 with the Insurance Department of the State of
Louisiana.
As
summarized in greater detail in a Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on September 16, 2008, certain subsidiaries
of the Company, including WellCare of Louisiana, Inc. listed above, failed to
file their annual audited financial statements for the year ended December 31,
2007 (collectively, such audited financial statements are referred to as the
“2007 Annual Audited Statements”) with the applicable state regulatory
authorities on or before specified filing deadlines. The Company has
subsequently filed Current Reports on Form 8-K to keep investors updated on its
progress towards filing all the 2007 Annual Audited Statements.
As of the
date of this Current Report on Form 8-K, the following subsidiaries of the
Company have yet to file their 2007 Annual Audited Statements with the
applicable state regulatory authorities:
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WellCare
of Connecticut, Inc.
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HealthEase
of Florida, Inc.
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WellCare
of Florida, Inc.
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WellCare
of Georgia, Inc.
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WellCare
of New York, Inc.
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Harmony
Health Plan of Illinois, Inc.
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The
Company is continuing to communicate with the applicable authorities regarding
these filings. Failure to file timely the 2007 Annual Audited
Statements can result in the imposition of sanctions and penalties, some of
which could have a material adverse effect on the Company.
The 2007
Annual Audited Statements filed for each of the entities listed above have been,
or will be, prepared in accordance with the requirements of each respective
state’s laws and regulations and have not been, or will not be, prepared in
accordance with accounting principles generally accepted in the United States
(“GAAP”). Additionally, the 2007 Annual Audited Statements filed for
each of the entities listed above should not be considered, individually or in
the aggregate, as representative or indicative of the Company’s results of
operations or financial condition on a consolidated GAAP basis.
Copies of
the 2007 Annual Audited Statements for WellCare of Louisiana, Inc., as well as
those previously filed by other subsidiaries, can be accessed at the Company’s
website at www.wellcare.com/investor relations/financial reports/statutory
filings. (http://ir.wellcare.com/phoenix.zhtml?c=176521&p=irol-statfiling)
Cautionary Note Regarding
Forward-looking Statements:
This
Current Report on Form 8-K and the 2007 Annual Audited Statements referenced
herein may include statements that are not historical facts and are considered
“forward-looking” within the meaning of the Private Securities Litigation Reform
Act of 1995. These forward-looking statements reflect the Company’s
assessment of future events and financial performance as of the date hereof and
are subject to risks. Investors should not rely on forward-looking
statements because they are subject to a variety of risks, uncertainties and
other factors, many of which are outside of the Company’s control, that could
cause actual results to differ materially from the Company’s expectations,
including, but not limited to, the possibility that specified financial data
contained in the 2007 Annual Audited Statements may be adjusted based on the
outcome of the previously disclosed investigations of the Company by certain
federal and state agencies, regulatory bodies and organizations, as well as
other governmental and private party proceedings. All forward-looking
statements attributable to the Company are expressly qualified in their entirety
by the cautionary statements in this paragraph. Additional
information concerning these and other important risks and uncertainties are
detailed from time to time in the Company’s filings with the U.S. Securities and
Exchange Commission. Readers are strongly urged to review all such
filings for a more detailed discussion of such risks and
uncertainties. The Company assumes no obligation to update any such
forward-looking statements and expressly disclaims any duty to update the
information referred to in this filing except as required by law.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed as part of this report:
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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Date:
September 29, 2008
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WELLCARE
HEALTH PLANS, INC.
/s/ Heath
Schiesser
Heath
Schiesser
President
and Chief Executive Officer
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Exhibit
Index