As filed with the Securities and Exchange Commission on June 21, 2002
Registration No. 333-
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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)
DELAWARE 04-1406317
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7711 CARONDELET AVENUE
SAINT LOUIS, MISSOURI 63105
(Address of Principal Executive Offices) (Zip Code)
2002 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MICHAEL F. NEIDORFF
CENTENE CORPORATION
7711 CARONDELET AVENUE, SUITE 800
SAINT 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:
MARK L. JOHNSON, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Aggregate Amount of
Title of Securities to be Registered Registered(1) Per Share Offering Price Registration Fee
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Common stock, $0.001 par value per share 300,000 shares $27.98(2) $8,394,000(2) $773
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's common stock as reported on the Nasdaq National Market on
June 17, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the securities contained in the registrant's
registration statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the 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 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.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law, as amended (the
"DGCL"), 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,
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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 corporation,
including the registrant, may indemnify any person who has 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 corporation or in the right of
the corporation) by reason of the fact that the person is or was one of the
directors, officers, agents or employees of the corporation or is or was serving
at the request of the corporation 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 that the
person reasonably believed to be in the best interest of the corporation, or not
opposed to the best interest of the corporation, 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 the
corporation or in the right of the corporation 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
corporation, 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 the DGCL, the certificate of incorporation of the
registrant includes a provision that eliminates the personal liability of the
directors of the registrant from monetary damages for breach of fiduciary duty
as a director, except for liability for:
- any breach of the director's duty of loyalty to the registrant or the
stockholders of the registrant;
- acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
- unlawful payments of dividends or unlawful stock re-purchases or
redemptions; or
- any transaction from which the director derived an improper personal
benefit.
The by-laws of the registrant further provide that:
- the registrant must indemnify its directors and officers to the fullest
extend permitted by Delaware law;
- the registrant may indemnify its other employees and agents to the same
extent that it indemnified its officers and directors, unless otherwise
determined by its board of directors; and
- the 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 the certificate of
incorporation and by-laws of the registrant 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, the 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
ITEM 9. UNDERTAKINGS.
1. ITEM 512(a) OF REGULATION S-K. 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; 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 (i) and (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.
2. ITEM 512(b) OF REGULATION S-K. The undersigned registrant hereby
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 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.
3. ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange 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.
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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, as of June 19, 2002.
CENTENE CORPORATION
By: /s/ MICHAEL F. NEIDORFF
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Michael F. Neidorff
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Centene Corporation, hereby
severally constitute and appoint Michael F. Neidorff, Karey L. Witty and Mark L.
Johnson, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Centene Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the indicated
capacities as of June 19, 2002.
NAME TITLE
---- -----
/s/ MICHAEL F. NEIDORFF
___________________________________________________ President, Chief Executive Officer and Director
Michael F. Neidorff (chief executive officer)
/s/ KAREY L. WITTY
___________________________________________________ Senior Vice President, Chief Financial Officer, Treasurer
Karey L. Witty and Secretary (chief financial and accounting officer)
/s/ SAMUEL E. BRADT
___________________________________________________ Director
Samuel E. Bradt
/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
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INDEX TO EXHIBITS
INCORPORATED BY REFERENCE
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EXHIBIT FILED WITH EXHIBIT
NUMBER DESCRIPTION THIS FORM S-8 FORM FILING DATE WITH SEC NUMBER
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4.1 Certificate of Incorporation of Centene Corporation S-1 October 9, 2001 3.2
4.1a Certificate of Amendment dated November 8, 2001 to S-1 November 13, 2001 3.2a
Certificate of Incorporation included as Exhibit 4.1
4.2 By-laws of Centene Corporation S-1 October 9, 2001 3.3
5 Legal Opinion of Hale and Dorr LLP X
23.1 Consent of Arthur Andersen LLP X
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5) X
24 Power of Attorney (included on page 4 of this Form S-8) X