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): November 14, 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
November 14, 2008, the following subsidiaries of WellCare Health Plans, Inc.
(the “Company”) filed
quarterly unaudited financial statements for the quarter ended September 30,
2008 (the “Health Quarterly
Statements”) with the applicable regulatory authorities in each state in
which such subsidiaries operate:
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WellCare
Health Insurance of Arizona, Inc.
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WellCare
of Connecticut, Inc.
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Harmony
Behavioral Health of Florida, 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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Harmony
Health Plan of Illinois, Inc.
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WellCare
Health Insurance of Illinois, Inc.
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WellCare
of Louisiana, Inc.
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WellCare
Health Plans of New Jersey, Inc.
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WellCare
Health Insurance of New York, Inc.
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WellCare
of Ohio, Inc.
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WellCare
Prescription Insurance, Inc.
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WellCare
of Texas, Inc.
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In
preparing the Health Quarterly Statements, the Company has considered
information known to the Company as of the date hereof regarding the ongoing
investigations involving the Company, as discussed in greater detail in the
Company’s Current Reports on Form 8-K filed with the U.S. Securities and
Exchange Commission on November 12, 2008 (the “November 12
8-Ks”). However, the information contained in some or all of
the Health Quarterly Statements may be subject to adjustment based on the
outcome of the pending investigations or in connection with the Company’s
previously announced restatement of its previously issued consolidated financial
statements for the years ended December 31, 2004, 2005 and 2006, including each
of the quarterly periods contained therein, and its previously issued unaudited
condensed consolidated financial statements for each of the three months ended
March 31 and June 30, 2007 (the “Restatement”).
The
Health Quarterly Statements filed in each of the applicable
states have been prepared in accordance with the requirements of each
respective state’s laws and regulations and have not been prepared in accordance
with accounting principles generally accepted in the United States (“GAAP”). Additionally,
the Health Quarterly Statements filed in each of the applicable states 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.
As
discussed in greater detail in the November 12 8-Ks, due to the previously
announced Restatement and the ongoing investigation of the Special Committee of
the Company’s Board of Directors, the Company has been unable to file its Form
10-K for the year ended December 31, 2007 or its Forms 10-Q for the quarters
ended September 30, 2007, March 31, 2008, June 30, 2008 and September 30,
2008. When these reports are ultimately filed in connection with the
Restatement, there may be other significant changes in the Company’s results of
operations that have not yet been identified as of the date of this Current
Report on Form 8-K. In connection with preparing the Restatement,
there may be significant adjustments to the Company’s previously issued
financial statements, including previously issued reports on Form 10-Q for the
three months ended March 31, 2007 and June 30, 2007, that are different from or
in addition to those previously disclosed, including, without limitation, the
Company’s significant estimates for these periods. Consequently, the
Health Quarterly Statements for each of the corresponding periods may also be
materially different than those previously filed with state regulatory
authorities in the applicable jurisdictions.
Copies of
the Health Quarterly Statements for each of the subsidiaries listed above 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 Health Quarterly Statements referenced herein
may contain 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 the potential quantitative effects of the
Restatement.
Because
these forward-looking statements involve risks and uncertainties, there are
important factors that could cause the Company’s actual results, as well as the
Company’s expectations regarding the Restatement’s quantitative effects and the
possibility that specified financial data contained in the Health Quarterly
Statements may be adjusted based on the outcome of the previously disclosed
investigations, 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 the Restatement and
that its internal control over financial reporting may be inadequate or have
weaknesses of which the Company is 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 above.
For a
discussion of a variety of risk factors affecting the Company’s business and
prospects, see “Item 1A — Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2006 (the “2006 10-K”), as supplemented
by the reports the Company has filed since the 2006 10-K, as well as the
additional risk factors noted in this Current Report on Form
8-K. 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 forward-looking statements and expressly
disclaims any duty to update the information referred to in this filing except
as required by law.
As noted
above, 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.
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Date:
November 14, 2008
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WELLCARE
HEALTH PLANS, INC.
/s/ Heath
Schiesser
Heath
Schiesser
President
and Chief Executive Officer
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