As filed with the Securities and Exchange Commission on February 22, 2002
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Centene Corporation
(Exact name of registrant as specified in its charter)
Delaware 04-1406317
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7711 Carondelet Avenue, Suite 800, St. Louis, Missouri 63105
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
1994 Stock Plan, 1996 Stock Plan, 1998 Stock Plan
1999 Stock Plan, and 2000 Stock Plan
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(Full title of the plans)
Michael F. Neidorff
Centene Corporation
7711 Carondelet Avenue, Suite 800
St. Louis, Missouri 63105
(Name and Address of Agent for Service)
(314) 725-4477
(Telephone Number, Including Area Code, of Agent for Service)
With a copy to:
John L. Gillis, Jr., Esq.
Armstrong Teasdale LLP
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
(314) 621-5070
CALCULATION OF REGISTRATION FEE
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Amount of Proposed Maximum Proposed Maximum
Shares To Be Offering Price Aggregate Amount of
Title of Securities To Be Registered Registered(1)(2) Per Share Offering Price Registration Fee
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Common Stock, par value $.001 per share (currently 1,419,740 $ 2.677 $ 3,800,644(3) $ 350
outstanding options under 1994, 1996, 1998, 1999 and 2000
Stock Plans)
Common Stock, par value $.001 per share (available for 682,685 $18.875 $12,885,680(4) $1,185
future option grants under 1994, 1996, 1998, 1999 and 2000
Stock Plans)
Total 2,102,425 $16,686,324 $1,535
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(1) The maximum number of shares that may be issued under the 1994 Stock Plan,
1996 Stock Plan, 1998 Stock Plan, 1999 Stock Plan and 2000 Stock Plan
(collectively, the "Plans") is subject to equitable adjustment upon the
occurrence of certain events pursuant to the Plans.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers options granted and to be granted under the Plans.
(3) The proposed maximum offering price per share has been computed in
accordance with Rule 457(h) under the Securities Act of 1933, as amended
(the "Securities Act"), solely for the purpose of calculating the
registration fee and is based upon the weighted average exercise price per
share of approximately $2.677 as to outstanding but unexercised options to
purchase an aggregate of 1,419,740 shares of Common Stock under the Plans.
(4) The proposed maximum offering price per share has been estimated in
accordance with Rule 457(c) under the Securities Act as to the 682,685
shares of Common Stock authorized for issuance pursuant to future option
grants under the Plans, solely for the purpose of calculating the
registration fee. The computation is based upon the average of the high and
low price of the Common Stock as reported on the Nasdaq National Market on
February 15, 2002 because the price at which the options to be granted in
the future may be exercised is not currently determinable.
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PART I
The information called for by Part I of this registration statement on Form
S-8 is included in the description of the Plans to be delivered to persons
eligible to participate in the Plans. Pursuant to the Note in the Instructions
to Part I of Form S-8, this information is not being filed with or included in
this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates.
1. The Registrant's final prospectus dated December 12, 2001 filed
with the Commission on December 13, 2001 pursuant to Rule 424(b)(5)
promulgated under the Securities Act.
2. The Registrant's Registration Statement on Form 8-A filed with the
Commission on December 10, 2001 pursuant to Section 12(g) of the Exchange
Act, including any amendment or reports filed for the purpose of updating
such information.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities described herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents with the Commission. Any statement in
a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law ("DGCL"), as amended,
allows a corporation to eliminate or limit the personal liability of a director
of a corporation to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.
Section 145 of the DGCL provides, among other things, that a company may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by the company or in its right) by reason of the fact that the person
is or was one of the company's directors, officers, agents or employees or is or
was serving at the company's request as a director, officer, agent, or employee
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding. The power to indemnify applies (a) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (b) if such person acted in good faith and in a manner which
the person reasonably believed to be in the company's best interest, or not
opposed to the company's best interest, and with respect to any criminal action
or proceeding, had no reasonable cause to believe such conduct was unlawful. The
power to indemnify applies to actions brought by a company or in its right as
well but only to the extent of defense expenses (including attorneys' fees but
excluding amounts paid in settlement) actually and reasonably incurred and not
to any satisfaction of judgment or settlement of the claim itself, and with the
further limitation that in such actions no indemnification shall be made in the
event of any adjudication of negligence or misconduct in the performance of his
duties to the company, unless the court believes that in light of all the
circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director, who
willfully or negligently approves of an unlawful payment of dividends or an
unlawful stock purchase or redemption, may be held liable for such actions. A
director who was either absent when the unlawful actions were approved or
dissented at the time, may avoid liability by causing his or her dissent to such
actions to be entered in the books containing the minutes of the meetings of the
board of directors at the time such action occurred or immediately after such
absent director receives notice of the unlawful acts.
As permitted under Delaware law, the Registrant's certificate of
incorporation includes a provision that eliminates the personal liability of its
directors for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders; (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the DGCL
regarding unlawful dividends and stock purchases; or (iv) for any transaction
from which the director derived an improper personal benefit.
Registrant's by-laws further provide that: (i) Registrant must indemnify
its directors and officers to the fullest extent permitted by Delaware law; (ii)
Registrant may indemnify its other employees and agents to the same extent that
it indemnified its officers and directors, unless otherwise determined by
Registrant's board of directors; and (iii) Registrant must advance expenses, as
incurred, to its directors and executive officers in connection with a legal
proceeding to the fullest extent permitted by Delaware law.
The indemnification provisions contained in Registrant's certificate of
incorporation and by-laws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, Registrant maintains insurance on behalf of
its directors and executive officers insuring them against any liability
asserted against them in their capacities as directors or officers or arising
out of such status.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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3.1* Certificate of Incorporation.
3.2* Certificate of Amendment to Certificate of Incorporation.
3.3* Certificate of Designations.
3.4* By-laws.
4* Form of certificate for shares of common stock.
5 Legal opinion of Armstrong Teasdale LLP.
10.1* 1994 Stock Plan.
10.2* 1996 Stock Plan.
10.3* 1998 Stock Plan.
10.4* 1999 Stock Plan.
10.5* 2000 Stock Plan.
23 Consent of Independent Public Accountants.
24 Powers of Attorney (included on the signature page hereof).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration Number 333-71258), as amended, originally filed with the
Securities and Exchange Commission on October 9, 2001, and declared effective on
December 12, 2001.
ITEM 9. REQUIRED UNDERTAKINGS.
(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 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; and
(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) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the 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.
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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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 an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission 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 County of St. Louis, State of Missouri, on January 31, 2002.
CENTENE CORPORATION
By: /s/ Michael F. Neidorff
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Michael F. Neidorff
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Centene Corporation, hereby
severally constitute and appoint Michael F. Neidorff and Karey L. Witty and each
of them, our true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for each of us in our name, place, and stead,
in any and all capacities, to sign Centene Corporation's Registration Statement
on Form S-8, and any other Registration Statement relating to the same offering,
and any and all amendments thereto (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grant to such
attorneys-in-fact and agents, and each of them, 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 each of us might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them 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 by the following persons in the
capacities indicated and on the dates indicated.
Signature Title
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/s/ Michael F. Neidorff
- ----------------------------------------------- President and Chief Executive Officer
Michael F. Neidorff (Chief Executive Officer)
/s/ Karey L. Witty
- ----------------------------------------------- Senior Vice President, Chief Financial Officer
Karey L. Witty and Secretary (Chief Financial and Accounting Officer)
/s/ Samuel E. Bradt
- ----------------------------------------------- Director
Samuel E. Bradt
/s/ Walter E. Burlock
- ----------------------------------------------- Director
Walter E. Burlock
/s/ Edward L. Cahill
- ----------------------------------------------- Director
Edward L. Cahill
/s/ Howard E. Cox, Jr.
- ----------------------------------------------- Director
Howard E. Cox, Jr.
/s/ Robert K. Ditmore
- ----------------------------------------------- Director
Robert K. Ditmore
/s/ Claire W. Johnson
- ----------------------------------------------- Director
Claire W. Johnson
/s/ Richard P. Wiederhold
- ----------------------------------------------- Director
Richard P. Wiederhold
EXHIBIT INDEX
Exhibit Description
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3.1* Certificate of Incorporation.
3.2* Certificate of Amendment to Certificate of Incorporation.
3.3* Certificate of Designations.
3.4* By-laws.
4* Form of certificate for shares of common stock.
5 Legal opinion of Armstrong Teasdale LLP.
10.1* 1994 Stock Plan.
10.2* 1996 Stock Plan.
10.3* 1998 Stock Plan.
10.4* 1999 Stock Plan.
10.5* 2000 Stock Plan.
23 Consent of Independent Public Accountants.
24 Powers of Attorney (included on the signature page).
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Registration Number 333-71258), as amended, originally filed with the
Securities and Exchange Commission on October 9, 2001, and declared effective on
December 12, 2001.