form8-ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 21, 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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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Explanatory
Note
WellCare
Health Plans, Inc. (referred to in this Form 8-K/A as “we,” “our,” “us,” or the “Company”) is hereby amending
its Current Report on Form 8-K (this “Amendment”) filed with the
Securities and Exchange Commission (the “SEC”) on July 21, 2008 (the
“Original 8-K”) solely
to clarify certain information related to its previously announced restatement,
as described below. This Amendment does not represent an updating of
any information contained in the Original 8-K other than the clarification set
forth below and the information contained in the Original 8-K continues to speak
as of July 21, 2008, the date of issuance of the Original 8-K.
Item 4.02. Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
On July
21, 2008, we filed the Original 8-K with the SEC disclosing that, upon the
recommendation of the Audit Committee (the “Audit Committee”) of the
Company’s Board of Directors (the “Board”), the Board concluded
on July 21, 2008 that our previously issued consolidated financial statements
for the years ended December 31, 2004, 2005 and 2006, and our previously issued
unaudited condensed consolidated financial statements for the three months ended
March 31 and June 30, 2007, need to be restated and, therefore, should no longer
be relied upon.
We are
amending the Original 8-K solely to clarify that our previously announced
restatement of the audited consolidated financial statements for the 2004, 2005
and 2006 fiscal years also includes a restatement of the unaudited consolidated
financial statements for each of the quarters ended March 31, June 30 and
September 30 within each of those three fiscal years. Therefore, our
previously issued unaudited consolidated financial statements for each of the
first three quarters of the 2004, 2005 and 2006 fiscal years should no longer be
relied upon.
Because
of the nature of the accounting errors identified and previously disclosed in
the Original 8-K, the anticipated full year impact of the restatement on the
2004-06 financial statements is distributed evenly to each of the affected
quarters. For example, the Original 8-K disclosed that Premium revenues for the 2004
fiscal year are expected to be reduced by approximately $11 million and
therefore the impact on that line item for each of the quarters in 2004 is
expected to be $11 million divided by four, or approximately $2.75
million.
As
previously disclosed, the anticipated impact and amounts of the restatement were
based on our expectations as of the date of issuance of the Original 8-K and we
can not provide any assurances that the final impact and the amounts of the
restatement will not differ materially from the estimates described in the
Original 8-K.
Disclosures
About Forward-Looking Statements
This
Current Report on Form 8-K/A contains forward-looking statements within the safe
harbor provisions of the Private Securities Litigation Report Act of
1995. All statements other than those that are purely historical are
forward-looking statements. Words such as “expect,” “anticipate,” “believe,”
“estimate,” “intend,” “plan,” “potential” and similar expressions also identify
forward-looking statements. Forward-looking statements include statements
regarding expected materiality or significance, the quantitative effects of the
restatement, and any anticipated conclusions of the Company, the Audit Committee
or management.
Because
these forward-looking statements involve risks and uncertainties, there are
important factors that could cause our actual results, as well as our
expectations regarding materiality or significance, the restatement’s
quantitative effects, the effectiveness of our disclosure controls and
procedures, and material weaknesses in internal control over financial
reporting, to differ materially from those in the forward-looking statements.
These factors include, among other things, the risk that additional information
may arise from the preparation of our restated consolidated financial statements
and that our internal control over financial reporting may be inadequate or have
weaknesses of which we are not currently aware or which have not been
detected. Furthermore, there can be no assurance that
additional issues or matters will not arise from the matters discussed in the
Original 8-K under “Other
Proceedings.”
For
a discussion of a variety of risk factors affecting our business and prospects,
see “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2006 (the “2006 10-K”), as supplemented by the reports we
have filed since the 2006 10-K, as well as the additional risk factors noted
below.
As
noted, the Company is subject to pending investigations by federal and state
regulatory and enforcement agencies. In the event those, or any
future, investigations result in criminal or other sanctions against the Company
for health care related violations or otherwise, it could be disqualified from
doing business in one or more jurisdictions under various statutes, regulations
and contracts.
In
addition, sanctions in the form of fines, penalties and interest, among other
things, could be imposed on the Company, and the Company could be disqualified
from participating in one or more health care funding programs which are
material to its business. Any such disqualifications and/or sanctions
could have a material adverse effect on the Company’s business, operations,
financial results and financial condition.
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
8, 2008
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WELLCARE
HEALTH PLANS, INC.
/s/ Heath
Schiesser
Heath
Schiesser
President
and Chief Executive Officer
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