As filed with the Securities and Exchange Commission on February 14, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITEDHEALTH GROUP INCORPORATED
(Exact name of issuer as specified in its charter)
Minnesota | 41-1321939 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
UNITEDHEALTH GROUP CENTER
9900 BREN ROAD EAST
MINNETONKA, MINNESOTA 55343
(Address of Principal Executive Offices, including Zip Code)
MCM 1995 STOCK OPTION PLAN
MANAGED CARE SOLUTIONS 1996 STOCK OPTION PLAN
MCM 1995 DIRECTORS' STOCK OPTION PLAN
MANAGED CARE SOLUTIONS 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
MANAGED CARE SOLUTIONS 1998 CEO STOCK OPTION PLAN
LIFEMARK CORPORATION 1999 EXECUTIVE STOCK OPTION AND OWNERSHIP PLAN
LIFEMARK CORPORATION 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
MEDICUS 1991 STOCK OPTION PLAN
MEDICUS 1994 STOCK OPTION PLAN
(Full title of the plan)
Copy to: | ||
DAVID J. LUBBEN, ESQ. | JAMES D. ALT, ESQ. | |
General Counsel & Secretary | Dorsey & Whitney LLP | |
UnitedHealth Group Incorporated | Pillsbury Center South | |
UnitedHealth Group Center | 220 South Sixth Street | |
9900 Bren Road East | Minneapolis, Minnesota 55402 | |
Minnetonka, Minnesota 55343 | (612) 340-2803 | |
(612)936-1300 | ||
(Name, address and telephone number of agent for services) |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
||||
---|---|---|---|---|---|---|---|---|
Common Stock ($.01 par value) | 193,997 | $59.05 | $11,455,523 | $2,864 | ||||
Item 3. Incorporation of Certain Documents by Reference
The following documents that we have filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 are hereby incorporated by reference as part of this Registration Statement:
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the termination of the offering of the shares offered hereby shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Any statement contained 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 6. Indemnification of Directors and Officers
Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify any person who is made or is threatened to be made a party to any proceeding by reason of the former or present official capacity (as defined) of such person against judgments, penalties, fines, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding if certain statutory standards are met. "Proceeding" means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of the corporation. Section 302A.521 contains detailed terms regarding such right of indemnification and reference is made thereto for a complete statement of such indemnification rights.
Our Amended and Restated Bylaws provide for the indemnification of such persons, for such expenses and liabilities, in such manner, under such circumstances and to such extent as permitted by Section 302A.521 of the Minnesota Business Corporation Act. We maintain a standard policy of officers and directors insurance.
Item 8. Exhibits
Exhibit Number |
Description |
|
---|---|---|
4.1 | Second Restated Articles of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999) | |
4.2 | Amended and Restated Bylaws of the Registrant | |
5 | Opinion of the General Counsel of the Registrant | |
15 | Letter re Unaudited Interim Financial Information | |
23.1 | Consent of Arthur Andersen LLP, independent public accountants | |
23.2 | Consent of the General Counsel of the Registrant (included in Exhibit 5 above) | |
24 | Power of Attorney |
Item 9. Undertakings
The registrant hereby undertakes:
provided, however, that paragraphs (1)(i) and (1)(ii) above will not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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.
The 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 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 indemnification provisions described herein, 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 of 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.
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 Minnetonka, State of Minnesota, on this 14th day of February, 2001.
UNITEDHEALTH GROUP INCORPORATED | |||
By: |
/s/ WILLIAM W. MCGUIRE, M.D. William W. McGuire, M.D. Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the registrant in the capacities indicated on the 14th day of February, 2001.
/s/ WILLIAM W. MCGUIRE, M.D. William W. McGuire |
Director and Chief Executive Officer (principal executive officer) |
|
/s/ PATRICK J. ERLANDSON Patrick J. Erlandson |
Chief Financial Officer and Chief Accounting Officer (principal financial and accounting officer) |
|
* William C. Ballard, Jr. |
Director |
|
* Richard T. Burke |
Director |
|
* Stephen J. Hensley |
Director |
|
* James A. Johnson |
Director |
|
* Thomas H. Keen |
Director |
|
* Douglas W. Leatherdale |
Director |
|
Walter F. Mondale |
Director |
|
* Mary P. Mundinger |
Director |
|
* Robert L. Ryan |
Director |
|
* William G. Spears |
Director |
|
Gail R. Wilensky |
Director |
*By: |
/s/ DAVID J. LUBBEN As Attorney-In-Fact |
Exhibit Number |
Description |
|
---|---|---|
4.2 | Amended and Restated Bylaws of the Registrant | |
5 |
Opinion of the General Counsel of the Registrant |
|
15 |
Letter re Unaudited Interim Financial Information |
|
23.1 |
Consent of Arthur Andersen LLP, independent public accountants |
|
23.2 |
Consent of the General Counsel of the Registrant (included in Exhibit 5 above) |
|
24 |
Power of Attorney |