| ||
Transaction Valuation (1) |
|
Amount of Filing Fee (2) |
$7,990,031 |
|
$446 |
(1) |
Estimated solely for purposes of calculating the amount of the filing fee. The calculation assumes that all options to purchase shares of the Issuer’s common stock that are eligible for exchange in the offer will be tendered pursuant to the offer. These options have an aggregate value of $7,990,031, calculated using a binomial lattice
model. | |
(2) |
The Amount of Filing Fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $55.80 per $1,000,000 of the aggregate amount of the Transaction Valuation. The Transaction Valuation set forth above was calculated for the sole purpose of determining the Amount of Filing Fee and should not be used for
any other purpose. | |
x |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
Amount Previously Paid: $446. Form or Registration No.: Schedule TO-I. | ||
Filing Party: WellCare Health Plans, Inc. Date Filed: August 17, 2009. | ||
¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |
Check the appropriate boxes below to designate any transactions to which the statement relates: | ||
¨ |
third-party tender offer subject to Rule 14d-1. | |
x |
issuer tender offer subject to Rule 13e-4. | |
¨ |
going-private transaction subject to Rule 13e-3. | |
¨ |
amendment to Schedule 13D under Rule 13d-2. |
Date: September 16, 2009 |
WELLCARE HEALTH PLANS, INC.
/s/ Timothy S. Susanin |
Timothy S. Susanin | |
Senior Vice President, General Counsel and Secretary |
Exhibit No. |
Description | ||
(a)(1)(A)* |
Offer to Exchange Certain Outstanding Stock Options for Restricted Stock Units. | ||
(a)(1)(B) * |
Election Form. | ||
(a)(1)(C)* |
Notice of Withdrawal/Change of Election Form. | ||
(a)(1)(D)* |
Form of Cover Letter to Certain Eligible Option Holders Regarding the Stock Option Exchange Offer. | ||
(a)(1)(E)* |
Form of E-mail Communication to Eligible Option Holders Announcing Program Launch. | ||
(a)(1)(F)* |
Form of E-mail Communication Reminder to Eligible Option Holders. | ||
(a)(1)(G)* |
Screen shots from Stock Option Exchange Program Website. | ||
(a)(1)(H)* |
Form of Option Exchange Expiration and Confirmation Communication to Participants. | ||
(a)(1)(I)* |
Form of Option Exchange Expiration and Confirmation Communication to Non-Participants. | ||
(a)(1)(J)* |
Form of Communication Rejecting the Election Form. | ||
(a)(1)(K)* |
Form of Communication Rejecting the Notice of Withdrawal/Change of Election Form. | ||
(a)(1)(L)* |
Form of E-mail Communication to Certain Members of Management Regarding Program Launch. | ||
(b) |
Not applicable. | ||
(d)(1)* |
WellCare Health Plans, Inc. 2004 Equity Incentive Plan (incorporated by reference to the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2004). | ||
(d)(2)* |
Form of RSU Award Agreement. | ||
(g) |
Not applicable. | ||
(h) |
Not applicable. | ||
99.1* |
Risk Factors related to the Company and its business (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009 and June 30, 2009).
| ||
*Previously filed |