sv3asr
As filed with the Securities and Exchange Commission on
February 27, 2006
Registration Statement
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WellCare Health Plans, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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47-0937650 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
8725 Henderson Road
Renaissance One
Tampa, Florida 33634
(813) 290-6200
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrants Principal Executive Offices)
Mr. Todd S. Farha
President and Chief Executive Officer
WellCare Health Plans, Inc.
8725 Henderson Road
Renaissance One
Tampa, Florida 33634
(813) 290-6200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
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J. Warren Gorrell, Jr., Esq.
Stuart A. Barr, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600 |
Approximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement
becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
CALCULATION OF REGISTRATION FEE
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Amount to be Registered/Proposed Maximum Offering Price Per | |
Title of Each Class of Securities to be Registered |
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Unit/Proposed Maximum Offering Price/Amount of Registration Fee | |
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Common Stock, par value $0.01 per share
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(1) |
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(1) |
The Registrant is registering hereby an unspecified amount of
shares of common stock and is relying on Rules 456(b) and
457(r). In accordance with Rules 456(b) and 457(r), the
Registrant is deferring payment of all of the registration fee. |
PROSPECTUS
Common Stock
WellCare Health Plans, Inc. may, from time to time, offer to
sell shares of common stock in amounts, at initial prices, and
on terms determined at the time of offering. In addition, this
prospectus may be used to offer common stock for the account of
persons other than us.
This prospectus describes some of the general terms that may
apply to the common stock. The specific terms of any common
stock to be offered, the nature of any persons offering such
common stock and any other information relating to a specific
offering, will be set forth in a post-effective amendment to the
registration statement of which this prospectus is a part or in
a supplement to this prospectus, or may be set forth in one or
more documents incorporated by reference into this prospectus.
We and/or any selling stockholder may offer and sell the common
stock to or through one or more underwriters, dealers and
agents, or directly to purchasers, on a continuous or delayed
basis. We will deliver this prospectus together with a
prospectus supplement setting forth the specific terms of the
common stock we and/or any selling stockholder are offering and
the specific terms of the plan of distribution of such common
stock.
Our common stock is listed on The New York Stock Exchange, or
NYSE, under the symbol WCG.
You should read this entire prospectus, the documents that
are incorporated by reference into this prospectus and any
prospectus supplement carefully before you invest in our common
stock.
Investing in our common stock involves risks. See Risk
Factors, beginning on page 13 of our Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005, as amended, which is
incorporated herein by reference, for risks relating to an
investment in our common stock.
Neither the Securities and Exchange Commission nor any state
securities regulators have approved or disapproved these
securities, or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus is dated February 27, 2006.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or SEC,
utilizing a shelf registration process. This
prospectus provides you with a general description of the common
stock we may offer. Each time we and/or any selling stockholder
offer common stock, we will provide a prospectus supplement and
attach it to this prospectus. The prospectus supplement will
contain specific information about the nature of the persons
offering common stock and the terms of the common stock being
offered at that time. The prospectus supplement may also add,
update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement,
together with any additional information you may need to make
your investment decision.
You should rely only on the information provided or incorporated
by reference into this prospectus or any applicable prospectus
supplement. We have not authorized anyone to provide you with
different or additional information. We are not making an offer
to sell the common stock in any jurisdiction where the offer or
sale of the common stock is not permitted. You should not assume
that the information included in this prospectus, any applicable
prospectus supplement, or the documents incorporated by
reference herein or therein is accurate as of any date other
than their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those
dates.
You should read carefully the entire prospectus and any
applicable prospectus supplement, as well as the documents
incorporated by reference into this prospectus, before making an
investment decision.
When used in this prospectus, except where the context otherwise
requires, the terms we, us,
our and the Company refer to WellCare
Health Plans, Inc.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC under the Securities Exchange
Act of 1934, as amended. You may read and copy any reports,
statements or other information on file at the SECs public
reference room located at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for
further information on the public reference room. The SEC
filings are also available to the public from commercial
document retrieval services. These filings are also available at
the Internet website maintained by the SEC at www.sec.gov. You
can also inspect copies of our public filings at the offices of
the NYSE. For further information about obtaining copies of our
public filings from the NYSE, please call (212) 656-5060.
We have filed with the SEC a shelf registration
statement on
Form S-3 under the
Securities Act of 1933, as amended, relating to the common stock
that may be offered by this prospectus. This prospectus is a
part of that registration statement, but does not contain all of
the information in the registration statement. We have omitted
parts of the registration statement in accordance with the rules
and regulations of the SEC. For more detail about us and any
shares of common stock that may be offered by this prospectus,
you may examine the registration statement on
Form S-3 and the
exhibits filed with it at the locations listed in the previous
paragraph.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We incorporate information into this prospectus by reference,
which means that we disclose important information to you by
referring you to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part
of this prospectus, except to the extent superseded by
information contained herein or by information contained in
documents filed with the SEC after the date of this prospectus.
This prospectus incorporates by reference the documents set
forth below, the file number for each of which is 1-32209, that
have been previously filed with the SEC (other than, in each
case, documents or information deemed to have been furnished and
not filed in accordance with SEC rules):
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our Annual Report on
Form 10-K for the
year ended December 31, 2005, filed with the SEC on
February 14, 2006, as amended by Amendment No. 1 on
Form 10-K/ A,
filed with the SEC on February 16, 2006 and Amendment
No. 2 on
Form 10-K/ A,
filed with the SEC on February 27, 2006; |
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our Current Reports on
Form 8-K filed
with the SEC on January 23, 2006, February 13, 2006,
February 14, 2006 and February 16, 2006; and |
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our Registration Statement on
Form 8-A filed
with the SEC on June 9, 2004, which incorporates by
reference the description of our common stock from our
Registration Statement on
Form S-1 (File.
No. 33-112829),
and any amendment or report filed for the purpose of updating
such description. |
We also incorporate by reference into this prospectus additional
documents that we may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 from the date of this prospectus until all
the shares of common stock to which this prospectus relates have
been sold or the offering is otherwise terminated; provided,
however, that we are not incorporating by reference any
additional documents or information furnished and not filed with
the SEC.
You may obtain copies of any of these filings by contacting us
at the address and phone number indicated below or by contacting
the SEC or NYSE as described above. Documents incorporated by
reference are available from us without charge, excluding all
exhibits unless an exhibit has been specifically incorporated by
reference into this prospectus, by requesting them in writing,
by telephone or via the Internet at:
WellCare Health Plans, Inc.
8725 Henderson Road
Renaissance One
Tampa, Florida 33634
(813) 290-6200
Attn: Investor Relations Department
Internet Website: www.wellcare.com
THE INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE
A PART OF, AND IS NOT INCORPORATED BY REFERENCE INTO, THIS
PROSPECTUS.
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FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement,
together with other documents and information incorporated by
reference into this prospectus, contain forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These
forward-looking statements may address, among other things,
market acceptance of our products and services, expansion into
new targeted markets, product development, our ability to
finance growth opportunities, our ability to respond to change
in governance regulations, sales and marketing strategies,
projected capital expenditures, liquidity and availability of
additional funding sources.
In some cases, you can identify forward-looking statements by
terminology such as may, will,
should, expects, plans,
anticipates, believes,
estimates, predicts,
potential, continues or the negative of
such terms or other comparable terminology. You are cautioned
that matters subject to forward-looking statements involve risks
and uncertainties, including economic, regulatory, competitive
and other factors that may affect our business. We undertake no
obligation beyond that required by law to update publicly any
forward-looking statements for any reason, even if new
information becomes available or other events occur in the
future.
Our actual results may differ materially from those indicated by
forward-looking statements as a result of various important
factors including the expiration, cancellation or suspension of
our state and federal contracts. In addition, our results of
operations and projections of future earnings depend in large
part on accurately predicting and effectively managing health
benefits and other operating expenses. A variety of factors,
including competition, changes in healthcare practices, changes
in federal or state laws and regulations or their
interpretations, inflation, provider contract changes, changes
in or terminations of our contracts with government agencies,
new technologies, government-imposed surcharges, taxes or
assessments, reduction in provider payments by governmental
payors, major epidemics, disasters and numerous other factors
affecting the delivery and cost of healthcare, such as major
healthcare providers inability to maintain their
operations, may in the future affect our ability to control our
medical costs and other operating expenses. Governmental action
or business conditions could result in premium revenues not
increasing to offset any increase in medical costs and other
operating expenses. Once set, premiums are generally fixed for
one-year periods and, accordingly, unanticipated costs during
such periods cannot be recovered through higher premiums.
Furthermore, if we are unable to accurately estimate incurred
but not reported medical costs, our profitability may be
affected. Due to these factors and risks, we cannot provide any
assurance regarding our future premium levels or our ability to
control our future medical costs.
From time to time, legislative and regulatory proposals have
been made at the federal and state government levels related to
the healthcare system, including but not limited to limitations
on managed care organizations, including benefit mandates, and
reform of the Medicaid and Medicare programs. Such legislative
and regulatory action could have the effect of reducing the
premiums paid to us by governmental programs, increasing our
medical or administrative costs or requiring us to materially
alter the manner in which we operate. We are unable to predict
the specific content of any future legislation, action or
regulation that may be enacted or when any such future
legislation or regulation will be adopted. Therefore, we cannot
predict accurately the effect of such future legislation, action
or regulation on our business.
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WELLCARE HEALTH PLANS, INC.
We provide managed care services targeted exclusively to
government-sponsored healthcare programs, focusing on Medicaid
and Medicare. We operate a variety of Medicaid and Medicare
plans, including health plans for families, children, the aged,
blind and disabled and prescription drug plans, currently
serving over 1.4 million members nationwide.
We serve individuals eligible for Medicaid and Medicare
benefits, including individuals who are dually eligible for both
Medicare and Medicaid, recipients of the Temporary Assistance to
Needy Families and the Supplemental Security Income Medicaid
programs, known as TANF and SSI, respectively, and the State
Childrens Health Insurance programs, generally known as
SCHIP. Medicaid is a joint federal and state health insurance
program for certain low-income and disabled individuals. The
TANF program generally provides assistance to low-income
families with children and the SSI program generally provides
assistance to low-income aged, blind or disabled individuals.
Families who exceed the income thresholds for Medicaid may be
able to qualify for the state SCHIP program. Medicare is a
federal program that provides eligible persons age 65 and
over and some disabled persons a variety of hospital, medical
insurance and prescription drug benefits. Medicare Advantage is
Medicares managed care option. We believe that our
experience in managing healthcare for this broad range of
beneficiaries better positions us to capitalize on growth
opportunities across all of these programs. In addition, unlike
many other managed care organizations that attempt to serve the
general population through commercial health plans, we focus
exclusively on serving individuals in government programs. We
believe that this focus allows us to better serve our members
and providers and to more efficiently manage our operations.
We were formed in May 2002 when we acquired our Florida, New
York and Connecticut health plans. From inception to July 2004,
our predecessor operated its business through a holding company
that was a Delaware limited liability company. In July 2004,
immediately prior to the closing of our initial public offering,
that company was merged into a Delaware corporation and we
changed our name to WellCare Health Plans, Inc.
Our principal executive offices are located at 8725 Henderson
Road, Renaissance One, Tampa, Florida 33634, and our telephone
number is (813) 290-6200. We maintain a website at
www.wellcare.com. The information on our website is not
incorporated by reference into, and you must not consider the
information to be, a part of this prospectus.
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RISK FACTORS
You should consider carefully the risks incorporated into this
prospectus by reference to our Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005, as amended, and the
other information contained in this prospectus, and any
applicable prospectus supplement, before deciding to invest in
our common stock.
USE OF PROCEEDS
Unless we specify otherwise in a prospectus supplement, we
intend to use the net proceeds from the sale of common stock by
us to provide additional funds for general corporate purposes.
We will not receive proceeds from the sale of common stock by
persons other than us.
DESCRIPTION OF COMMON STOCK
The following description sets forth certain general terms of
the common stock to which a prospectus supplement may relate.
This description is in all respects subject to and qualified in
its entirety by reference to our amended and restated
certificate of incorporation and our amended and restated
bylaws, each of which are filed as exhibits to our Annual Report
on Form 10-K for
the fiscal year ended December 31, 2005, as amended.
Holders of our common stock are entitled to one vote per share
on all matters submitted to a vote of stockholders. Holders of
common stock do not have cumulative voting rights. Holders of
common stock are entitled to receive dividends as may be
declared from time to time by the board of directors out of
funds legally available for the payment of dividends, subject to
the preferences that apply to any outstanding preferred stock.
Upon our liquidation, dissolution or winding up, the holders of
common stock are entitled to share ratably in all assets
remaining after payment of liabilities and after giving effect
to the liquidation preference of any outstanding preferred
stock. The holders of common stock have no preemptive or
conversion rights and no additional subscription rights. There
are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are fully
paid and nonassessable. The shares issued in this offering will
be fully paid and nonassessable.
Our amended and restated certificate of incorporation provides
that we may issue up to 100,000,000 shares of common stock,
par value $0.01 per share. As of February 23, 2006,
there were 39,505,737 shares of our common stock
outstanding.
Delaware Anti-Takeover Law and Provisions in Our Charter and
Bylaws
Delaware Anti-Takeover Statute. We are subject to
Section 203 of the Delaware General Corporation Law. In
general, these provisions prohibit a Delaware corporation from
engaging in any business combination with any interested
stockholder for a period of three years following the date that
the stockholder became an interested stockholder, unless the
transaction in which the person became an interested stockholder
is approved in a manner presented in Section 203 of the
Delaware General Corporation Law. Generally, a business
combination is defined to include mergers, asset sales and
other transactions resulting in financial benefit to a
stockholder. In general, an interested stockholder
is a person who, together with affiliates and associates, owns,
or within three years, did own, 15% or more of a
corporations voting stock.
Certificate of Incorporation. Our amended and restated
certificate of incorporation provides that:
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our board of directors may issue, without further action by the
stockholders, up to 20,000,000 shares of undesignated
preferred stock; |
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any action to be taken by our stockholders must be effected at a
duly called annual or special meeting and not by a consent in
writing; |
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our board of directors shall be divided into three classes, with
each class serving for a term of three years; |
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vacancies on the board, including newly-created directorships,
can be filled for the remainder of the relevant term by a
majority of the directors then in office; and |
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our directors may be removed only for cause. |
Bylaws. Our amended and restated bylaws provide that
stockholders seeking to bring business before an annual meeting
of stockholders or to nominate candidates for election as
directors at an annual meeting of stockholders, must provide
timely notice to us in writing. To be timely, a
stockholders notice must be received at our principal
executive offices not less than 90 days nor more than
120 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders. In the event that the
annual meeting is called for a date that is not within
30 days before or 60 days after the anniversary date,
in order to be timely notice from the stockholder must be
received:
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not earlier than 120 days prior to the annual meeting of
stockholders; and |
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not later than 90 days prior to the annual meeting of
stockholders or the tenth day following the date on which notice
of the annual meeting was made public. |
In the case of a special meeting of stockholders called for the
purpose of electing directors, notice by the stockholder, in
order to be timely, must be received:
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not earlier than 120 days prior to the special
meeting; and |
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not later than 90 days prior to the special meeting or the
close of business on the tenth day following the day on which
public disclosure of the date of the special meeting was made. |
Our amended and restated bylaws also specify requirements as to
the form and content of a stockholders notice. These
provisions may preclude stockholders from bringing matters
before an annual or special meeting of stockholders or from
making nominations for directors at an annual or special meeting
of stockholders or from making nominations for directors at an
annual or special meeting of stockholders. In addition, our
amended and restated certificate of incorporation permits our
board of directors to amend or repeal our amended and restated
bylaws by majority vote, but requires a two-thirds supermajority
vote of stockholders to amend or repeal our amended and restated
bylaws.
The provisions in our amended and restated certificate of
incorporation and our amended and restated bylaws are intended
to enhance the likelihood of continuity and stability in the
composition of the board of directors and in the policies
formulated by the board of directors and to discourage certain
types of transactions that may involve an actual or threatened
change of control of WellCare. These provisions also are
designed to reduce our vulnerability to an unsolicited proposal
for a takeover of WellCare that does not contemplate the
acquisition of all of our outstanding shares or an unsolicited
proposal for the restructuring or sale of all or part of
WellCare. These provisions, however, could discourage potential
acquisition proposals and could delay or prevent a change in
control of WellCare. They also may have the effect of preventing
changes in our management.
Transfer Agent
The transfer agent and registrar for our common stock is
Computershare Trust Company, N.A.
Listing
Our common stock is listed on the NYSE under the symbol
WCG.
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SELLING STOCKHOLDERS
Information about selling stockholders, where applicable, will
be set forth in a prospectus supplement, in a post-effective
amendment, or in filings we make with the SEC under the
Securities Exchange Act of 1934, as amended, which are
incorporated herein by reference.
PLAN OF DISTRIBUTION
We will set forth in the applicable prospectus supplement a
description of the plan of distribution of the common stock that
may be offered pursuant to this prospectus.
LEGAL MATTERS
In connection with particular offerings of common stock in the
future, the legal validity of the common stock may be passed
upon for us by Hogan & Hartson L.L.P. and for any
underwriters, dealers or agents by counsel named in the
applicable prospectus supplement.
EXPERTS
The financial statements, the related financial statement
schedules and managements report on the effectiveness of
internal control over financial reporting incorporated into this
prospectus by reference from the Companys Annual Report on
Form 10-K for the
fiscal year ended December 31, 2005, have been audited by
Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14. |
Other Expenses of Issuance and Distribution |
The following table sets forth the fees and expenses in
connection with the issuance and distribution of the securities
being registered. All amounts are estimates.
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SEC registration fee
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* |
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NASD filing fee
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$ |
75,500 |
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Accounting fees and expenses
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175,000 |
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Legal fees and expenses
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450,000 |
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Printing expenses
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75,000 |
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Transfer agent and registrar fees and expenses
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6,000 |
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Miscellaneous expenses
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10,000 |
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Total
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$ |
791,500 |
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* |
Under SEC Rule 456(b) and 457(r), the SEC registration fee
will be paid at the time of any particular offering of
securities under this registration statement, and is therefore
not currently determinable. |
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Item 15. |
Indemnification of Directors and Officers |
Section 145 of the Delaware General Corporation Law, or
DGCL, provides, in effect, that any person made a party to any
action by reason of the fact that he is or was a director,
officer, associate or agent of WellCare may and, in certain
cases, must be indemnified by WellCare against, in the case of a
non-derivative action, judgments, fines, amounts paid in
settlement and reasonable expenses (including attorneys
fees) incurred by him as a result of such action, and in the
case of a derivative action, against expenses (including
attorneys fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of WellCare. This
indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the director, officer,
associate or agent is liable to WellCare, unless upon court
order it is determined that, despite such adjudication of
liability, but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for expenses,
and, in a non-derivative action, to any criminal proceeding in
which such person had reasonable cause to believe his conduct
was unlawful.
Article 6 of WellCares amended and restated
certificate of incorporation provides that no director of
WellCare shall be liable to WellCare or its stockholders for
monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by the DGCL.
Article 7 of WellCares amended and restated
certificate of incorporation also provides that WellCare shall
indemnify to the fullest extent permitted by Delaware law any
and all of its directors and officers, or former directors and
officers, or any person who may have served at WellCares
request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise.
WellCare has entered into indemnification agreements with each
director and certain officers of WellCare. Pursuant to such
agreements, WellCare will be obligated, to the extent permitted
by applicable law, to indemnify such directors and officers
against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought
against them by reason of the fact that they were directors or
officers of WellCare or assumed certain responsibilities at the
direction of WellCare. WellCare has also purchased directors and
officers liability insurance in order to limit its exposure to
liability for indemnification of directors and officers.
II-1
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Exhibit |
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Number |
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Description |
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1.1 |
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Form of Underwriting Agreement** |
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4.1 |
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Specimen of the Companys Common Stock Certificate
(incorporated herein by reference to the Companys
Amendment No. 3 to the Registration Statement on
Form S-1 filed by the Company on June 29, 2004 (No.
333-112829)) |
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5.1 |
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Opinion of Hogan & Hartson L.L.P.* |
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23.1 |
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Consent of Deloitte & Touche LLP* |
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23.2 |
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Consent of Hogan & Hartson L.L.P. (included in their
opinion filed as Exhibit 5.1)* |
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24.1 |
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Powers of Attorney (included on signature page) |
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** |
To be filed, if necessary, as an exhibit to a post-effective
amendment to this registration statement or as an exhibit to a
Current Report on
Form 8-K and
incorporated herein by reference. |
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: |
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; |
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; |
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; |
Provided, however, that paragraphs (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. |
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(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
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(5) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser: |
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(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and |
II-2
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(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date. |
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(6) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser: |
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(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424; |
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(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant; |
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(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and |
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(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser. |
(b) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of registrants
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
city of Tampa, State of Florida, on February 27, 2006.
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WellCare Health Plans, Inc.
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Todd S. Farha |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Todd S. Farha
and Thaddeus Bereday or either of them acting alone, his or her
true and lawful
attorney-in-fact and
agent, with full power of substitution and revocation, for him
or her and in his or her name, place and stead, in any and all
capacities, to sign (i) any and all amendments (including
post-effective amendments) to this registration statement and to
file the same with all exhibits thereto, and other documents in
connection therewith and (ii) any registration statement
and any and all amendments thereto, relating to the offer
covered hereby filed pursuant to Rule 462(b) under the
Securities Act of 1933, with the Securities and Exchange
Commission, granting unto said
attorney-in-fact and
agents, full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully
to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and
agents, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on the date and in the capacity indicated:
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Signature |
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Title |
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Date |
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/s/ Todd S. Farha
Todd S. Farha |
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President, Chief Executive Officer and Director (Principal
Executive Officer) |
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February 27, 2006 |
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/s/ Paul L. Behrens
Paul L. Behrens |
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Chief Financial Officer (Principal Financial and Accounting
Officer) |
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February 24, 2006 |
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/s/ Regina E.
Herzlinger
Regina E. Herzlinger |
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Director |
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February 27, 2006 |
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/s/ Kevin F. Hickey
Kevin F. Hickey |
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Director |
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February 27, 2006 |
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/s/ Alif A. Hourani
Alif A. Hourani |
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Director |
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February 25, 2006 |
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Glen R. Johnson |
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Director |
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/s/ Ruben Jose
King-Shaw, Jr.
Ruben Jose King-Shaw, Jr. |
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Director |
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February 24, 2006 |
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/s/ Christian P.
Michalik
Christian P. Michalik |
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Director |
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February 27, 2006 |
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/s/ Neal Moszkowski
Neal Moszkowski |
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Director |
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February 24, 2006 |
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/s/ Jane Swift
Jane Swift |
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Director |
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February 25, 2006 |
II-4
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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1 |
.1 |
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Form of Underwriting Agreement** |
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4 |
.1 |
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Specimen of the Companys Common Stock Certificate
(incorporated herein by reference to the Companys
Amendment No. 3 to the Registration Statement on
Form S-1 filed by the Company on June 29, 2004 (No.
333-112829)) |
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5 |
.1 |
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Opinion of Hogan & Hartson L.L.P.* |
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23 |
.1 |
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Consent of Deloitte & Touche LLP* |
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23 |
.2 |
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Consent of Hogan & Hartson L.L.P. (included in their
opinion filed as Exhibit 5.1)* |
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24 |
.1 |
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Powers of Attorney (included on signature page) |
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** |
To be filed, if necessary, as an exhibit to a post-effective
amendment to this registration statement or as an exhibit to a
Current Report on
Form 8-K and
incorporated herein by reference. |