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): January 3, 2011
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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8735 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 Entry into a Material Definitive Agreement
On January 3, 2011, HealthEase of Florida, Inc. (“HealthEase”) and WellCare of Florida, Inc. (“WCFL”), both wholly-owned subsidiaries of WellCare Health Plans, Inc. (“WellCare”), received a countersigned Contract to Provide Comprehensive Medical Services (the “Healthy Kids Contract”) among HealthEase, WCFL and the Florida Healthy Kids Corporation (“FHKC”).
The Healthy Kids Contract replaces in its entirety the Contract to Provide Comprehensive Medical Services among HealthEase, WCFL and FHKC dated as of October 1, 2009 (the “Prior Contract”), which expired pursuant to its terms on September 30, 2010.
The Healthy Kids Contract is effective as of October 1, 2010. Under the Healthy Kids Contract, HealthEase and WCFL will continue to offer coordinated care plans to eligible beneficiaries of the Florida Healthy Kids Program in the aggregate 16 Florida counties in which they offered such plans under the Prior Contract. Beginning January 1, 2011, WCFL is also offering such plans to eligible beneficiaries residing in Pasco and Pinellas Counties, two Florida counties neither WCFL nor HealthEase served under the Prior Contract. The term of the Healthy Kids Contract expires on September 30, 2011, but it may be extended for an additional one-year term at FHKC’s option. It may also be terminated earlier by FHKC at any time with cause or for convenience.
The terms and conditions of the Healthy Kids contract are equivalent to the terms and conditions of the Prior Contract in most material respects. Among other things, the Healthy Kids Contract:
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Provides for the medical benefits HealthEase and WCFL are required to provide to members;
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Sets the capitation rates payable by FHKC to HealthEase and WCFL, which range from $78.52 to $136.75 per member per month based on the member’s county of residence;
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Establishes certain performance standards for HealthEase and WCFL relating to measures such as access to care, including minimum geographical access requirements relating to primary and specialty care and minimum standards regarding access to appointment times;
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Provides for the procedures for the enrollment and disenrollment of members into the coordinated care plans offered by HealthEase and WCFL;
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Requires HealthEase and WCFL to maintain a compliance program, including the adoption of measures to detect and prevent fraud and abuse, the appointment of a compliance officer and the adoption of non-retaliation policies;
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Provides for requirements relating to communications with members and potential members including required communications, such as the distribution of member handbooks and the provision of translation services; and
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Provides for reporting and record retention obligations for HealthEase and WCFL.
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The foregoing description does not purport to be a complete description of the parties’ rights and obligations under the Healthy Kids Contract. The above description is qualified in its entirety by reference to the Healthy Kids Contract, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
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: January 3, 2011
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WELLCARE HEALTH PLANS, INC.
/s/ Timothy S. Susanin
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Timothy S. Susanin
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Senior Vice President, General Counsel & Secretary
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