Edgar Filing: WELLPOINT, INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form S-8

As filed with the Securities and Exchange Commission on December 24, 2012

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WELLPOINT, INC.

(Exact name of registrant as specified in its charter)


Indiana		35-2145715
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

120 Monument Circle Indianapolis, Indiana		46204
(Address of Principal Executive Offices)		(Zip Code)

AMERIGROUP Corporation 2009 Equity Incentive Plan

(Full title of the plan)

John Cannon

Interim President and CEO

WellPoint, Inc.

120 Monument Circle

Indianapolis, Indiana 46204

(Name and address of agent for service)

(317) 488-6000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

CALCULATION OF REGISTRATION FEE



Title of Securities to registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
WellPoint, Inc. Common Stock, $0.01 par value to be issued under the AMERIGROUP Corporation 2009 Equity Incentive Plan	885,295	$60.28	$53,365,583	$7,279

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers any additional shares of the Registrant’s Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.

(2)	Estimated solely for purposes of calculating the registration fee and computed in accordance with Rule 457(c) and (h) under the Securities Act using the average of the high and low sale prices of the Common Stock as reported by the NYSE on December 19, 2012, which was $60.28 per share.

EXPLANATORY NOTE

WellPoint, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with respect to up to 885,295 of its shares of Common Stock, par value $0.01 per share, issuable in connection with the AMERIGROUP Corporation 2009 Equity Incentive Plan (the “Plan”).

Pursuant to the Agreement and Plan of Merger, dated as of July 9, 2012 (the “Merger Agreement”), by and among the Registrant, AMERIGROUP Corporation (“AMERIGROUP”) and WellPoint Merger Sub, Inc. (the Registrant’s indirect, wholly owned subsidiary), AMERIGROUP merged with and into WellPoint Merger Sub, Inc. on December 24, 2012 (the “Effective Time”). In accordance with the Merger Agreement, at the Effective Time, the Registrant assumed each outstanding unvested option to purchase shares of AMERIGROUP common stock granted under the Plan (the “Options”) and each outstanding unvested award of restricted shares of AMERIGROUP common stock granted under the Plan (the “Restricted Share Awards”). As a result of this assumption, at the Effective Time, the Options were converted to options to purchase shares of the Registrant’s Common Stock, and the Restricted Share Awards were converted to awards of restricted shares of the Registrant’s Common Stock.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.

PLAN INFORMATION*

ITEM 2.

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plan covered by this Registration Statement as required by Rule 428(b). Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by WellPoint, Inc. (the “Registrant”) with the Commission are incorporated by reference in this Registration Statement:

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011;

(2)

The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2012, June 30, 2012 and September 30, 2012;

(3)

The Registrant’s Current Reports on Form 8-K filed on February 8, 2012 (solely with respect to information filed pursuant to Item 5.02), May 7, 2012, May 16, 2012, July 9, 2012, July 10, 2012, August 29, 2012, September 10, 2012 (solely with respect to information filed pursuant to Items 8.01 and 9.01), September 14, 2012 and October 9, 2012.

(4)

All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2011; and

(5)

The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed with the Commission on October 26, 2001, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities offered hereby 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. Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed on Form 8-K.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

The Registrant will promptly provide without charge to each person to whom a prospectus is delivered a copy of any or all information that has been incorporated herein by reference (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into such information) upon the written or oral request of such person directed to the Corporate Secretary of the Registrant at its principal offices, 120 Monument Circle, Indianapolis, Indiana 46204, telephone (317) 488-6000.

ITEM 4.

DESCRIPTION OF SECURITIES.

Not Applicable. The Registrant’s common stock is registered under Section 12 of the Exchange Act.

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6.

INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Indiana Business Corporation Law provides that a corporation, unless limited by its articles of incorporation, is required to indemnify its directors and officers against reasonable expenses incurred in the successful defense of any proceeding arising out of their serving as a director or officer of the corporation.

As permitted by the Indiana Business Corporation Law, the Registrant’s articles of incorporation provide for indemnification of directors, officers, employees and agents of the Registrant against any and all liability and reasonable expense that may be incurred by them, arising out of any claim or action civil, criminal, administrative or investigative, in which they may become involved by reason of being or having been a director, officer, employee or agent. To be entitled to indemnification, those persons must have been wholly successful in the claim or action or the board of directors must have determined, based upon a written finding of legal counsel or another independent referee, or a court of competent jurisdiction

must have determined, that such persons acted in good faith in what they reasonably believed to be the best interest of the Registrant (or at least not opposed to its best interests) and, in addition, in any criminal action, had reasonable cause to believe their conduct was lawful (or had no reasonable cause to believe that their conduct was unlawful). The Registrant’s articles of incorporation authorize the Registrant to advance funds for expenses to an indemnified person, but only upon receipt of an undertaking that he or she will repay the same if it is ultimately determined that such party is not entitled to indemnification.

The rights of indemnification provided by the articles of incorporation of the Registrant are not exhaustive and are in addition to any rights to which a director or officer may otherwise be entitled by contract or as a matter of law. Irrespective of the provisions of the articles of incorporation of the Registrant, the Registrant may, at any time and from time to time, indemnify directors, officers, employees and other persons to the full extent permitted by the provisions of applicable law at the time in effect, whether on account of past or future transactions.

The Registrant maintains a standard policy of officers’ and directors’ liability insurance.

ITEM 7.

EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.

EXHIBITS.

The list of Exhibits is incorporated herein by reference to the Index to Exhibits.

ITEM 9.

UNDERTAKINGS.

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 of 1933;

(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 a 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 (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, 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.

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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. 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 Indianapolis, State of Indiana, on December 24, 2012.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby authorizes John Cannon and Kathleen S. Kiefer or any of them, each with full power of substitution, to execute in the name and on behalf of such person any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate, and appoints John Cannon and Kathleen S. Kiefer or any of them, each with full power of substitution, attorney-in-fact to sign any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in their respective capacities and on the dates indicated.


Signature	Title	Date

/s/ John Cannon John Cannon	Interim President and Chief Executive Officer (Principal Executive Officer)	December 24, 2012

/s/ Wayne S. DeVeydt Wayne S. DeVeydt	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 24, 2012

/s/ John E. Gallina John E. Gallina	Senior Vice President, Chief Accounting Officer and Chief Risk Officer (Chief Accounting Officer)	December 24, 2012

/s/ Jackie M. Ward Jackie M. Ward	Chairman of the Board	December 24, 2012

/s/ Lenox D. Baker, Jr. M.D. Lenox D. Baker, Jr., M.D.	Director	December 24, 2012

/s/ Susan B. Bayh Susan B. Bayh	Director	December 24, 2012

/s/ Sheila P. Burke Sheila P. Burke	Director	December 24, 2012

/s/ Robert L. Dixon, Jr. Robert L. Dixon, Jr.	Director	December 24, 2012


Signature	Title	Date
/s/ Julie A. Hill Julie A. Hill	Director	December 24, 2012

/s/ Warren Y. Jobe Warren Y. Jobe	Director	December 24, 2012

/s/ Ramiro G. Peru Ramiro G. Peru	Director	December 24, 2012

/s/ William J. Ryan William J. Ryan	Director	December 24, 2012

/s/ George A. Schaefer, Jr. George A. Schaefer, Jr.	Director	December 24, 2012

INDEX TO EXHIBITS


Exhibit No.		Description of Exhibit
4.1		Articles of Incorporation of the Registrant, as amended effective May 17, 2011, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 20, 2011.

4.2		By-Laws of the Registrant, as amended September 12, 2012, incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on September 14, 2012.

4.3		Specimen of Certificate of the Registrant’s common stock, $0.01 par value per share, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on December 28, 2005 (Registration No. 333-130743).

5		Opinion of Faegre Baker Daniels LLP

23.1		Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.

23.2		Consent of Faegre Baker Daniels LLP (included in the Opinion of Faegre Baker Daniels LLP filed as Exhibit 5).

24		Powers of Attorney (included on the Signature Page of this registration statement).

99.1		AMERIGROUP Corporation 2009 Equity Incentive Plan.