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
29,
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
8.01 Other Events.
On
September 29, 2008, WellCare of Connecticut, Inc., and WellCare of New York,
Inc., wholly-owned subsidiaries of the Company, filed their annual audited
financial statements for the year ended December 31, 2007, with the applicable
state regulatory authorities.
Harmony
Health Plan of Illinois, Inc. and WellCare of Georgia, Inc., wholly-owned
subsidiaries of the Company, filed their annual audited financial statements
for
the year ended December 31, 2007, with the applicable sate regulatory
authorities on October 1, 2008 and October 2, 2008, respectively.
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 those 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. This report provides a
further update.
As
of the
date of this Current Report on Form 8-K, two subsidiaries of the Company,
HealthEase of Florida, Inc. and WellCare of Florida, Inc., have yet to file
their 2007 Annual Audited Statements with the applicable state regulatory
authorities.
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 Connecticut, Inc., and
WellCare of New York, 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.
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.
| Date:
October 2, 2008 |
WELLCARE
HEALTH PLANS, INC.
/s/ Heath
Schiesser
President and Chief Executive Officer
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