Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANTHEM, INC.
(Exact name of Registrant as specified in its charter)
Indiana 35-2145715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 Monument Circle
Indianapolis, Indiana 46204
(Address of Principal Executive Offices) (Zip Code)
ANTHEM 401(k) LONG-TERM SAVINGS INVESTMENT PLAN
(Full title of plan)
David R. Frick
Executive Vice President and Chief Legal and
Administrative Officer
Anthem, Inc.
120 Monument Circle
Indianapolis, Indiana 46204
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 317-488-6000
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
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Common Stock, $.01 par value 3,800,000 $ 56.25 $213,750,000 $ 19,665.00
per share
====================================================================================================================
(1) In addition, pursuant to Rule 416, this Registration Statement also
covers (a) an indeterminable number of shares that may be offered and
issued pursuant to stock splits, stock dividends or similar
transactions, and (b) an indeterminable amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely to determine the registration fee and based on the
average of the high and low sales prices per share of Common Stock of
Anthem, Inc. as reported on the New York Stock Exchange on March 20,
2002, pursuant to Rule 457(c) and (h).
PART I
INFORMATION REQUIRED IN THE
SECTION 10 PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the Anthem 401(k) Long-Term Savings Investment Plan (the
"Plan"), as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). Pursuant to Rule 424 promulgated by the
Commission under the Securities Act, such document(s) are not being filed with
the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 1. Plan Information.
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Anthem, Inc.
("Anthem") are incorporated by reference in this Registration Statement.
(a) Annual Report on Form 10-K for fiscal year ended December 31,
2001 filed with the Commission on March 25, 2002.
(b) Form 8-K filed with the Commission on March 25, 2002.
(c) The description of Anthem's Common Stock contained in
Amendment No. 3 to Anthem's Registration Statement on Form S-1 filed with the
Commission on October 26, 2001 (Registration No. 333-67714).
In addition, all reports and other documents subsequently filed by
Anthem 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 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
a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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, Anthem's Articles
of Incorporation provide for indemnification of directors, officers, employees
and agents of Anthem 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 Anthem (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 Articles of Incorporation
authorize Anthem 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 Anthem 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 Anthem,
Anthem 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.
Anthem maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit Number Description
4.1 Restated Articles of Incorporation of Anthem, Inc.
(incorporated reference to Exhibit 3.1 to Anthem's
Registration Statement on Form S-1 (Registration No.
333-67714) filed on October 15, 2001)
4.2 By-Laws of Anthem, Inc. (incorporated by reference to Exhibit
3.2 to Anthem's Registration Statement on Form S-1
(Registration No. 333-67714) filed on August 16, 2001)
4.3 Form of the certificate for common stock, $.01 par value
per share, of Anthem (incorporated by reference to Exhibit
4.1 to Amendment No. 1 to Anthem's Registration Statement
on Form S-1 (Registration No. 333-67714) filed on
October 1, 2001)
5.1 Opinion of Barnes & Thornburg (filed herewith)**
23.1 Consent of Barnes & Thornburg (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP (filed herewith)
24 Power of Attorney (included herein on the signature page)
**Anthem undertakes that Anthem has submitted or will submit the Plan and all
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
(a) Rule 415 Offering. 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
this Registration Statement;
(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 the undertakings set forth in paragraphs (i) and (ii)
above 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 the Securities and Exchange 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.
(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 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.
(h) 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 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 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 City of Indianapolis, State of Indiana, on March 26, 2002.
ANTHEM, INC.
By: /s/ Larry C. Glasscock
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Larry C. Glasscock
President and Chief Executive Officer
The undersigned director and/or officer of Anthem, does hereby appoint
each of Larry C. Glasscock, David R. Frick and Michael L. Smith as such person's
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments and post effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney-in-fact and agent
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 such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or a 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 and on the dates indicated.
Signature Title Date
--------- ----- ----
(1) Principal Executive Officer
/s/ Larry C. Glasscock President and Chief March 26, 2002
--------------------------------------------- Executive Officer -------------------------
Larry C. Glasscock
(2) Principal Financial Officer and
(3) Principal Accounting Officer
/s/ Michael L. Smith Executive Vice President March 26, 2002
--------------------------------------------- and Chief Financial --------------------------
Michael L. Smith and Accounting Officer
(4) A Majority of the Board of Directors
/s/ L. Ben Lytle Director March 26, 2002
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L. Ben Lytle
/s/ Larry C. Glasscock Director March 26, 2002
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Larry C. Glasscock
/s/ Susan B. Bayh Director March 26, 2002
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Susan B. Bayh
/s/ William B. Hart Director March 26, 2002
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William B. Hart
/s/ Allan B. Hubbard Director March 26, 2002
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Allan B. Hubbard
/s/ Victor S. Liss Director March 26, 2002
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Victor S. Liss
/s/ William G. Mays Director March 26, 2002
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William G. Mays
/s/ James W. McDowell, Jr. Director March 26, 2002
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James W. McDowell, Jr.
/s/ B. LaRae Orullian Director March 26, 2002
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B. LaRae Orullian
/s/ Senator Donald W. Riegle, Jr. Director March 26, 2002
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Senator Donald W. Riegle, Jr.
/s/ William J. Ryan Director March 26, 2002
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William J. Ryan
/s/ George A. Schaefer, Jr. Director March 26, 2002
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George A. Schaefer, Jr.
/s/ Dennis J. Sullivan, Jr. Director March 26, 2002
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Dennis J. Sullivan, Jr.
(5) The Plan
/s/ David R. Frick Member of the Pension March 26, 2002
---------------------------------------------- Committee, the Plan --------------------------
David R. Frick Administrator of the Plan