UNITED STATES
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
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| Date of Report (Date of Earliest Event Reported): | | December 13, 2006 |
Health Net, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 1-12718 | 95-4288333 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 21650 Oxnard Street, Woodland Hills, California | | 91367 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (818) 676-6000 |
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On December 13, 2006, Health Net, Inc. ("Health Net") entered into an accelerated share repurchase ("ASR") agreement with J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, London Branch ("JP Morgan"). The ASR agreement provides for Health Net to purchase from JP Morgan $127 million in shares of Health Net common stock at an initial price of $47.22 per share. The ASR agreement provides for an adjustment to the purchase price based on the volume weighted average purchase price paid by JP Morgan for shares of Health Net common stock that JP Morgan may acquire in the open market subject to specified conditions. The ASR agreement contains customary representations and warranties, covenants and conditions and indemnification provisions.
J.P. Morgan Securities Inc. and JPMorgan Chase Bank, National Association and their affiliates have provided, and may in the future provide, commercial banking and other financial services to Health Net for which they have received, and may in the future receive, customary compensation and reimbursement of expenses.
Item 7.01 Regulation FD Disclosure.
On December 15, 2006, Health Net issued a press release announcing that it repurchased shares of its common stock under the ASR agreement. The press release is furnished under this Item 7.01 as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference in this Item 7.01.
Item 9.01 Financial Statements and Exhibits.
99.1 Health Net press release dated December 15, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | Health Net, Inc. |
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| December 15, 2006 | | By: | | B. Curtis Westen
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| | | | | Name: B. Curtis Westen |
| | | | | Title: Senior Vice President, General Counsel and Secretary |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | Health Net press release dated December 15, 2006. |
