As filed with the Securities and Exchange Commission on May 30, 2007
Registration No. 333-116885
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEALTHMARKETS, INC.
(Exact name of registrant as specified in its charter)
| | | |
| Delaware | | 75-2044750 |
| (State or other jurisdiction | | (I.R.S. Employer |
| of incorporation or organization) | | Identification No.) |
9151 Boulevard 26
North Richland Hills, Texas 76180
(Address of principal executive offices, including zip code)
HEALTHMARKETS 401(k) AND SAVINGS PLAN
(Full title of the plan)
Michael E. Boxer
Executive Vice President and Chief Financial Officer
HealthMarkets, Inc.
9151 Boulevard 26
North Richland Hills, Texas 76180
Telephone: (817) 255-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
copies to:
Michael A. Colliflower
Executive Vice President and General Counsel
HealthMarkets, Inc.
9151 Boulevard 26
North Richland Hills, Texas 76180
Telephone: (817) 255-5200
TABLE OF CONTENTS
EXPLANATORY NOTE: DEREGISTRATION OF SHARES AND PLAN INTERESTS
HealthMarkets, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister 2,419,269 shares of the Company’s common stock, par value $0.01 per share (“Shares”) and related plan interests registered for sale under the Securities Act of 1933, as amended, under the HealthMarkets 401(k) and Savings Plan (formerly the UICI Employee Stock Ownership and Savings Plan) (the “Plan”). The Shares and Plan interests were registered pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-116885) filed with the Securities and Exchange Commission on June 25, 2004.
On April 5, 2006, the Company completed a merger providing for the acquisition of the Company by affiliates of a group of private equity investors, including affiliates of the Blackstone Group, Goldman Sachs Capital Partners and DLJ Merchant Banking Partners. As a result of the merger, on April 7, 2006, the Plan received $37.00 in cash for each of the Shares held by the Plan. The Plan no longer holds Shares and the Plan no longer permits the investment of Plan contributions in Shares. The Plan interests are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended. Consequently, the Company is filing this Post-Effective Amendment No. 1 to deregister the remaining Shares and Plan interests previously registered under the Registration Statement.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Richland Hills, State of Texas, on this 30th day of May, 2007.
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| | HealthMarkets, Inc.
| |
| | By: | /s/ MICHAEL E. BOXER | |
| | | Michael E. Boxer | |
| | | Executive Vice President and Chief
Financial Officer | |
| |
Date: May 30, 2007
Pursuant to the requirements of Securities Exchange Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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/s/ ALLEN F. WISE Allen F. Wise | | Chairman of the Board and Director | | May 30, 2007 |
| | | | | |
/s/ WILLIAM J. GEDWED William J. Gedwed | | President, Chief Executive Officer and Director (Principal Executive Officer) | | May 30, 2007 |
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/s/ MICHAEL E. BOXER Michael E. Boxer | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | May 30, 2007 |
| | | | | |
/s/ MARK D. HAUPTMAN Mark D. Hauptman | | Chief Accounting Officer
(Principal Accounting Officer) | | May 30, 2007 |
| | | | | |
/s/ CHINH E. CHU Chinh E. Chu | | Director | | May 30, 2007 |
| | | | | |
/s/ MURAL R. JOSEPHSON Mural R. Josephson | | Director | | May 30, 2007 |
| | | | | |
/s/ MATTHEW KABAKER Matthew Kabaker | | Director | | May 30, 2007 |
| | | | | |
/s/ ADRIAN M. JONES Adrian M. Jones | | Director | | May 30, 2007 |
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| Signature | | Title | | Date |
| | | | | |
/s/ KAMIL M. SALAME Kamil M. Salame | | Director | | May 30, 2007 |
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/s/ STEVEN J. SHULMAN Steven J. Shulman | | Director | | May 30, 2007 |
| | | | | |
/s/ ANDREW S. KAHR Andrew S. Kahr | | Director | | May 30, 2007 |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee appointed under the HealthMarkets 401(k) and Savings Plan has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Richland Hills, state of Texas, on this 30th day of May, 2007.
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| | HEALTHMARKETS 401(k)
AND SAVINGS PLAN
| |
| | By: | /s/ Alan D. Tracy | |
| | | Alan D. Tracy | |
| | | Member of the Administrative Committee | |
| |
