Registration No. 333-[●]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
CENTENE CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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CENTENE CORPORATION 2012 STOCK INCENTIVE PLAN, AS AMENDED
WELLCARE HEALTH PLANS, INC. 2013 INCENTIVE COMPENSATION PLAN
WELLCARE HEALTH PLANS, INC. 2019 INCENTIVE COMPENSATION PLAN
(Full Title of the Plans)
Keith H. Williamson
Centene Corporation
7700 Forsyth Boulevard
(Name, address and telephone number, including area code, of agent for service)
Copies of all correspondence to:
Paul T. Schnell
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
Jeremy D. London
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, NW
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of
“large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicated by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities
To be Registered(1)
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Amount to be
Registered(2)
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Proposed Maximum
Offering Price
Per Share(3)
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Proposed Maximum
Aggregate Offering
Price(3)
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Amount of
Registration Fee
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Centene Corporation Common Stock, par value $0.001 per share (“Common Stock”), issuable upon vesting of assumed time-based restricted stock units and performance-based restricted stock units
granted under WellCare Health Plans, Inc.’s 2013 Incentive Compensation Plan
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3,336,476
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$65.15
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$217,371,411.40
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$28,214.81
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Common Stock, (i) issuable upon vesting of assumed time-based restricted stock units and performance-based restricted stock units granted under WellCare Health Plans, Inc.’s 2019 Incentive
Compensation Plan and (ii) reserved for issuance under the Centene Corporation 2012 Stock Incentive Plan, as amended
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10,690,990
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$65.15
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$696,518,007.30
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$90,408.04
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(1) |
Represents shares of Centene Corporation (the “Registrant”) subject to issuance in connection with the Agreement and Plan of Merger among the Registrant, WellCare Health Plans, Inc., Merger Sub I, Inc., and
Merger Sub II, Inc., dated as of March 26, 2019.
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(2) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may become issuable under the
plans identified in the table above by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
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(3) |
Determined on the basis of the average of the high and low sale price of Common Stock as reported on the New York Stock Exchange on January 21, 2020 of $66.09 and $64.21, respectively, solely for the purpose of
calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act.
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EXPLANATORY NOTE
Centene Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 to register up to 14,027,466 shares of its Common Stock, par value $0.001 per share, issuable in connection with
the Centene Corporation 2012 Stock Incentive Plan, as amended (the “Centene Plan”), WellCare Health Plans, Inc.’s 2013 Incentive Compensation Plan (the “2013 Plan”) and 2019 Incentive Compensation Plan (the “2019 Plan” and together with the 2013
Plan, the “Plans”) under the Securities Act of 1933, as amended (the “Securities Act”).
On
March 26, 2019,
the Registrant, WellCare Health Plans, Inc., Merger Sub I, Inc., a direct wholly owned subsidiary of
the Registrant (
“Merger Sub I”), and Merger Sub II, Inc., a direct wholly owned
subsidiary of
the Registrant (
“Merger Sub II”) entered into an Agreement and
Plan of Merger (the
“Merger Agreement”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub I will merge with and into
WellCare (the
“First Merger”), with WellCare continuing as the surviving corporation and a direct wholly owned subsidiary of
the Registrant and, immediately following the completion of the First Merger, WellCare, as the surviving corporation in the
First Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the final surviving corporation and a direct wholly owned subsidiary of
the Registrant (the
“Second Merger” and together with the First Merger, the
“Merger”).
Pursuant to and subject to the terms of the Merger Agreement,
the Registrant assumed the Plans in accordance with their terms, including certain time-based restricted stock units and performance-based
restricted stock units of WellCare outstanding under the Plans (the
“Restricted Stock Units” and
“Performance Stock Units,” respectively), which are payable in shares of
the Registrant’s Common Stock, subject to the terms and conditions of the
underlying award agreements. The aggregate number of
the Registrant’s Common Stock subject to the Restricted Stock Units and Performance Stock Units under the 2013 Plan is 3,336,476 shares and under the 2019 Plan is 32,559 shares. In addition, the
Registrant has reserved 10,658,431 shares of its Common Stock, which constituted an unused share reserve under the 2019 Plan, that may be issued for future awards granted by
the Registrant under the Centene Plan.
Unless the context otherwise requires, references made herein to
“Registrant,” “we,” “us,” “our” and
“ours” refer to Centene Corporation and its
subsidiaries.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As permitted by the rules of the Securities and Exchange Commission (“SEC”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information
specified in Part I of this Registration Statement will be sent or given to eligible employees as specified by Rule 428(b) promulgated under the Securities Act. Such documents are not being filed with the SEC either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents listed below for each of
the Registrant and WellCare Health Plans, Inc., respectively, which are on file with the SEC, are
incorporated herein by reference (except for the
portions thereof
“furnished” but not
“filed” or otherwise not filed with the SEC which are deemed not to be
incorporated by reference into this Registration Statement):
Registrant
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b) |
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019, June 30, 2019 and September 30, 2019, filed with the SEC on April 23, 2019, July 23, 2019 and October 22, 2019, respectively;
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c) |
Current Reports on Form 8-K filed with the SEC on January 23, 2020, January 22, 2020, January 15, 2020, January 9, 2020, December 19, 2019, December 13, 2019, December 6, 2019, December
3, 2019, November 21, 2019, November 15, 2019, November 12, 2019, November 1, 2019, October 23, 2019, October 21, 2019, September 11, 2019, June 24,
2019, June 14, 2019, May 7, 2019, May 3, 2019, April 24, 2019, March 27, 2019, February 7, 2019, February 4, 2019 and January 29, 2019;
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WellCare Health Plans, Inc.
All documents filed by
the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), subsequent to the date hereof
and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to
be a part hereof from the date of filing of such documents except that the portion of any document
“furnished” but not
“filed” shall not be
incorporated by reference herein.
For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. |
Description of Securities.
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Not applicable.
Item 5. |
Interests of Named Experts and Counsel.
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None.
Item 6. |
Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to indemnify any person who is or has been a director, officer, employee or agent of the corporation or who is or
has been serving as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines, penalties, and
amounts paid in settlement actually and reasonably incurred in connection with any civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the corporation) in which such person is
involved by reason of the fact that he or she served or is serving in these capacities, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect
to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful. In the case of an action or suit made or brought by or in the right of the corporation to procure a judgment in its favor, the corporation shall not
indemnify such person in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, except for such expenses as the court may allow. To the extent that such person has been successful on the
merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith.
Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability
of a director for any act or omission occurring prior to the date when such provision becomes effective.
Pursuant to Article Sixth and Seventh of its
Certificate of Incorporation and Article VIII of its Amended and Restated
By-Laws (the
“By-Laws”),
the Registrant will indemnify and hold harmless directors
and officers who were or are made or are threatened to be made a party or are otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by applicable law as it
presently exists or is amended.
The Registrant has entered into agreements with directors and officers requiring it to indemnify such persons to the fullest extent permitted by the
By-Laws.
The Registrant also maintains insurance coverage relating to
certain liabilities of directors and officers.
Item 7. |
Exemption from Registration Claimed.
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Not applicable.
(a) The undersigned
Registrant hereby undertakes;
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(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 this 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 SEC 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; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change
to such information in the Registration Statement;
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by
the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are
incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities Act, 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; and
(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.
(b) The undersigned
Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and, where applicable, each
filing of the Plan’s annual report pursuant to Section 15(d) under the Exchange Act, that is incorporated by reference in this 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 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 SEC such indemnification is against public policy as expressed in the Securities Act 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 matter 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 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Clayton, State of Missouri, on
January 23, 2020.
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CENTENE CORPORATION
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By:
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Chairman, President and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints
Michael F. Neidorff and
Jeffrey A. Schwaneke, or either of them, his or her true and
lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including, without limitation,
post-effective amendments and documents in connection therewith) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and hereby grants to such attorneys-in-fact
and agents, full power and authority to do and perform each and every act and thing requisite and necessary or desirable 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 any of them, 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 by the following persons in the capacities and on the date indicated.
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Chairman, President and Chief Executive Officer
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(Principal Executive Officer)
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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Senior Vice President, Corporate Controller and Chief Accounting Officer
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(Principal Accounting Officer)
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Director
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Director
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Director
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4.1
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Centene Corporation 2012 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on April 27, 2017).
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2013 Incentive Compensation Plan of WellCare Health Plans, Inc. ( incorporated by reference from Appendix A to WellCare Health Plans, Inc.’s Proxy Statement on Form DEF 14A filed on April 10, 2013).
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2019 Incentive Compensation Plan of WellCare Health Plans, Inc. ( incorporated by reference from Appendix A to WellCare Health Plans, Inc.’s Proxy Statement on Form DEF 14A filed on April 8, 2019).
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Amendment No. 1 to the 2019 Incentive Compensation Plan of WellCare Health Plans, Inc., dated as of January 23, 2020.*
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Opinion of Counsel.
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Consent of KPMG LLP, independent registered public accounting firm of Centene Corporation.
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Consent of Deloitte & Touche LLP, independent registered public accounting firm of WellCare Health Plans, Inc.
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Consent of Deloitte & Touche LLP, independent registered public accounting firm of New York State Catholic Health Plan, Inc. (d/b/a Fidelis Care New York).
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Consent of Plante & Moran PLLC, independent auditor of Caidan Enterprises, Inc.
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