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
May 3, 2001
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(Date of earliest event reported)
HEALTH NET, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-12718 95-4288333
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
21650 OXNARD STREET, WOODLAND HILLS, CALIFORNIA 91367
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(Address of principal executive offices, including zip code)
(818) 676-6000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On May 3, 2001, the Board of Directors of Health Net, Inc., a
Delaware corporation (the "Registrant"), approved and adopted the Second
Amendment to Rights Agreement, dated as of May 3, 2001 (the "Amendment"), by
and among the Registrant, Harris Trust and Savings Bank, an Illinois banking
corporation ("Harris Bank"), and Computershare Investor Services, L.L.C., a
Delaware limited liability company ("Computershare"). The Amendment amends
the Rights Agreement, dated as of June 1, 1996 and amended as of October 1,
1996 (as so amended, the "1996 Rights Agreement"), between the Registrant and
Harris Bank, as Rights Agent (such 1996 Rights Agreement, as amended by the
Amendment, being referred to hereinafter as the "Rights Agreement").
The Amendment provides for an exception to the definition of
"Acquiring Person" under the Rights Agreement to permit a Passive
Institutional Investor (as defined in the Rights Agreement) to be or become
the beneficial owner of common stock of the Company representing less than
17.5% of the shares of Common Stock then outstanding without becoming an
Acquiring Person, as long as the Passive Institutional Investor continues to
meet the definition of such term as set forth in the Rights Agreement.
Generally, a Passive Institutional Investor is defined as a person who or
which, as of March 14, 2001, was the beneficial owner of shares of Common
Stock representing 15% or more of the shares of Common Stock then outstanding
and had a Schedule 13G on file with the Securities and Exchange Commission
with respect to such beneficial ownership, so long as such person is an
institutional investor that acquired the Common Stock in the ordinary course
of its business, that is not required to (and does not) report its beneficial
ownership on a Schedule 13D under the Exchange Act and that meets certain
other criteria relating to such institutional investor's not having a purpose
to control or influence the management or policies of the Company. The
Amendment also makes certain other changes to clarify the definition of
"Acquiring Person" under the Rights Agreement and removes from the
definitions of the terms "Acquiring Person" and "Adverse Person" certain
exceptions from such definitions that are no longer applicable. In addition,
the Amendment provides that Computershare is substituted for Harris Bank as
Rights Agent under the Rights Agreement.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment,
which is attached hereto as an exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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4.1 Second Amendment to Rights Agreement, dated as of May
3, 2001, by and among the Registrant, Harris Trust
and Savings Bank and Computershare Investor Services,
L.L.C.
SIGNATURE
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.
By: /s/ Michael E. Jansen
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Name: Michael E. Jansen
Title: Vice President, Assistant General
Counsel and Assistant Secretary
Date: May 9, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Second Amendment to Rights Agreement, dated as of
May 3, 2001, by and among the Registrant, Harris
Trust and Savings Bank and Computershare Investor
Services, L.L.C.