S-8 1 g19356sv8.htm FORM S-8 Form S-8
As Filed With the Securities and Exchange Commission
on June 8, 2009
Registration No. 333-_________
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COVENTRY HEALTH CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware   52-2073000
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     
6705 Rockledge Drive, Suite 900   20817
Bethesda, Maryland   (Zip Code)
(Address of Principal Executive Offices)    
Coventry Health Care, Inc.
Amended and Restated
2004 Incentive Plan
(Full Title of the Plan)
Allen F. Wise
6705 Rockledge Drive, Suite 900
Bethesda, Maryland 20817
(Name and Address of Agent for Service)
(301) 581 — 0600
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
                             
 
              Proposed Maximum     Proposed Maximum     Amount Of  
  Title of Securities     Amount to Be     Offering Price Per     Aggregate Offering     Registration  
  to Be Registered     Registered (1)     Share (2)     Price (2)     Fee  
  Common Stock     5,500,000 shares     $18.12     $99,660,000     $5,561.03  
 
(1)  
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
(2)  
Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on June 5, 2009.
 
 

 

 

Registration of Additional Securities
     This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, $.01 par value, of Coventry Health Care, Inc., a Delaware corporation (the “Registrant”), for the Registrant’s Amended and Restated 2004 Incentive Plan. The Registrant’s previously filed Registration Statements on Form S-8 (Registration Nos. 333-17966 and 333-138523) previously filed by the Registrant with the Securities and Exchange Commission on August 5, 2004 and November 8, 2006, respectively, are hereby incorporated by reference.
Item 5. Interests of Named Experts and Counsel
     The validity of the shares of the Registrant’s Common Stock registered hereby has been passed upon for us by Bass, Berry & Sims PLC. A copy of the opinion is attached as Exhibit 5.1 to this Registration Statement.
Item 8. Exhibits.
     Reference is made to the Index of Exhibits.

 

 

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 Bethesda, State of Maryland, on this 21st day of May, 2009.
         
 
  COVENTRY HEALTH CARE, INC.
 
        
 
  By:   /s/ Allen F. Wise
 
       
 
      Allen F. Wise
Chief Executive Officer and Director
     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Allen F. Wise, Shawn M. Guertin, Thomas C. Zielinski and John J. Ruhlmann, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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 and on the dates indicated.
         
Signature   Title   Date
         
/s/ Allen F. Wise
 
Allen F. Wise		   Chief Executive Officer and Director
(Principal Executive Officer) 		  May 21, 2009
/s/ Shawn M. Guertin
 
Shawn M. Guertin		   Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer) 		  May 21, 2009
/s/ John J. Ruhlmann
 
John J. Ruhlmann		   Senior Vice President and Controller
(Principal Accounting Officer) 		  May 21, 2009
/s/ Joel Ackerman
 
Joel Ackerman		   Director   May 21, 2009
/s/ L. Dale Crandall
 
L. Dale Crandall		   Director   May 21, 2009
/s/ Lawrence N. Kugelman
 
Lawrence N. Kugelman		   Director   May 21, 2009
/s/ Daniel N. Mendelson
 
Daniel N. Mendelson		   Director   May 21, 2009
/s/ Rodman W. Moorhead, III
 
Rodman W. Moorhead, III		   Director   May 21, 2009
/s/ Elizabeth E. Tallett
 
Elizabeth E. Tallett		   Director   May 21, 2009
 
 
Timothy T. Weglicki		   Director   May __, 2009

 

 

EXHIBIT INDEX
     
Exhibit Number   Description
 
    
4.1
 
Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to Coventry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed on March 9, 2006).
 
    
4.2
 
Indenture dated as of February 1, 2002 between Coventry Health Care, Inc., as Issuer, and First Union National Bank, as Trustee (Incorporated by reference to Exhibit 4.9 to Coventry’s Form S-4, Registration Statement No. 333-83106).
 
    
4.3
 
Form of Note issued pursuant to the Indenture dated as of February 1, 2002 between Coventry Health Care, Inc., as Issuer, and First Union National Bank, as Trustee (Incorporated by reference to Exhibit 4.9 to Coventry’s Form S-4, Registration Statement No. 333-83106).
 
    
4.4
 
Indenture for the 2012 Notes, dated as of January 28, 2005, between Coventry and Wachovia Bank, National Association, a national banking association, as Trustee (Incorporated by reference to Exhibit 4.1 to Coventry’s Current Report on Form 8-K filed on January 28, 2005).
 
    
4.5
 
Form of Note for the 2012 Notes issued pursuant to the Indenture dated as of January 28, 2005 between Coventry Health Care, Inc., as Issuer, and Wachovia Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.1 to Coventry’s Current Report on Form 8-K filed on January 28, 2005).
 
    
4.6
 
Indenture for the 2015 Notes, dated as of January 28, 2005, between Coventry and Wachovia Bank, National Association, a national banking association, as Trustee (Incorporated by reference to Exhibit 4.2 to Coventry’s Current Report on Form 8-K filed on January 28, 2005).
 
    
4.7
 
Form of Note for the 2015 Notes issued pursuant to the Indenture dated as of January 28, 2005 between Coventry Health Care, Inc., as Issuer, and Wachovia Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.2 to Coventry’s Current Report on Form 8-K filed on January 28, 2005).
 
    
4.8
 
Registration Rights Agreement for the 2012 Notes, dated as of January 28, 2005, by and among Coventry and Lehman Brothers Inc., CIBC World Markets Corp., ABN AMRO Incorporated, Banc of America Securities LLC, Wachovia Securities and Piper Jaffray & Co. (Incorporated by reference to Exhibit 4.3 to Coventry’s Current Report on Form 8-K filed on January 28, 2005).
 
    
4.9
 
Registration Rights Agreement for the 2015 Notes, dated as of January 28, 2005, by and among Coventry and Lehman Brothers Inc., CIBC World Markets Corp., ABN AMRO Incorporated, Banc of America Securities LLC, Wachovia Securities and Piper Jaffray & Co. (Incorporated by reference to Exhibit 4.4 to Coventry’s Current Report on Form 8-K filed on January 28, 2005).
 
    
4.10
 
Indenture dated as of March 20, 2007 between Coventry Health Care, Inc., as Issuer, and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.1 to Coventry’s Current Report on Form 8-K, filed on March 20, 2007).
 
    
4.11
 
Officer’s Certificate pursuant to the Indenture dated March 20, 2007 (Incorporated by reference to Exhibit 4.2 to Coventry’s Current Report on Form 8-K filed March 20, 2007).
 
    
4.12
 
Global Note for the 2017 Notes, dated as of March 20, 2007 between Coventry Health Care, Inc., as Issuer and The Bank of New York, as Trustee (Incorporated by reference to Exhibit 4.3 to Coventry’s Current Report on Form 8-K filed March 20, 2007).
 
    
4.13
 
First Supplemental Indenture dated as of August 27, 2007 among Coventry Health Care, Inc., as Issuer and Union Bank of California, as Trustee (Incorporated by reference to Exhibit 4.1 to Coventry’s Current Report on Form 8-K filed on August 27, 2007).
 
    
4.14
 
Officer’s Certificate pursuant to the Indenture dated August 27, 2007 (Incorporated by reference to Exhibit 4.2 to Coventry’s Current Report on Form 8-K filed August 27, 2007).
 
    
4.15
 
Global Note for the 2014 Notes, dated as of August 27, 2007 between Coventry Health Care, Inc., as Issuer and Union Bank of California, as Trustee (Incorporated by reference to Exhibit 4.3 to Coventry’s Current Report on Form 8-K filed March 20, 2007).
 
    
5.1
 
Opinion of Bass, Berry & Sims PLC.
 
    
23.1
 
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1 filed herewith).
 
    
23.2
 
Consent of Ernst & Young LLP.
 
    
24
 
Power of Attorney (included on signature page of this Registration Statement).
 
    
99.1
 
Coventry Health Care Inc. Amended and Restated 2004 Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Proxy Statement filed on Schedule 14A with the Commission on April 10, 2009).