S-8

As filed with the Securities and Exchange Commission on August 12, 2003

Registration No. 333-               

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PACIFICARE HEALTH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 95-4591529
(I.R.S. Employer
Identification No.)

5995 Plaza Drive, Cypress, California 90630
(Address of principal executive offices, including zip code)

1996 Stock Option Plan for Officers and Key Employees, as amended
(Full title of the plan)

Joseph S. Konowiecki, Esq.
Executive Vice President, General Counsel and Secretary
PacifiCare Health Systems, Inc.
5995 Plaza Drive
Cypress, California 90630
(714) 226-3000
(Name, address and telephone number, including area code, of agent for service)

Copies to:

Barbara Borden, Esq.
Cooley Godward LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interest of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 15.1
EXHIBIT 23.1

CALCULATION OF REGISTRATION FEE

			Proposed Maximum			Proposed Maximum
Title of Securities to	Amount to be		Offering Price Per			Aggregate Offering			Amount of
be Registered	Registered		Share			Price			Registration Fee
Common Stock, par value $0.01 per share, including related rights to purchase Series A junior participating preferred stock(1)		750,066	$	47.86	(2)	$	35,898,158	(2)	$	2,904

(1)

Underlying shares of Common Stock issuable under PacifiCare’s 1996 Stock Option Plan for Officers and Key Employees, as amended. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan 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 Common Stock.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), 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 a date within five business days of the filing hereof with respect to the shares being registered.

2

PART II

INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents which have been filed by PacifiCare Health Systems, Inc., a Delaware corporation (the “Registrant”) with the Securities and Exchange Commission, or SEC, are incorporated herein by reference:

     a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the “Form 10-K”), which is the Registrant’s latest Annual Report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and which contains audited financial statements for the Registrant’s latest fiscal year for which a Form 10-K was required to have been filed.

     b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003.

     c) The Registrant’s Current Reports on Form 8-K filed on February 13, 2003, February 24, 2003, April 17, 2003, April 30, 2003, May 28, 2003, June 4, 2003, June 12, 2003, July 10, 2003, July 31, 2003 and August 4, 2003.

     d) The description of the Registrant’s common stock, set forth in a Registration Statement on Form 8-A filed by the Registrant with the SEC on May 30, 2003.

     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 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 of such documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interest of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Under Section 145 of the Delaware General Corporation Law, the Registrant has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Registrant’s bylaws provide that the Registrant will indemnify its directors and executive officers to the fullest extent not prohibited by the Delaware General Corporation Law or any other applicable law, with certain exceptions relating to proceedings initiated by the Registrant’s directors or executive officers or by the Registrant’s directors or executive officers against the Registrant.

     In addition, the Registrant’s certificate of incorporation provides that its directors shall not be liable for monetary damages to the Registrant and its stockholders to the fullest extent permissible under applicable law. The Registrant maintains a policy providing directors’ and officers’ liability insurance, which insures directors and officers of the Registrant in certain circumstances, and has also entered into indemnification agreements with its directors and executive officers.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

3

Item 8. Exhibits.

     The following exhibits are filed as part of this Registration Statement:

4.1	Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 99.1 to Registrant’s Registration Statement on Form S-3 (File No. 333-83069)).
4.2	Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K, dated November 19, 1999).
4.3	Amendment to Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.03 to Registrant’s Form 10-Q for the quarter ended June 30, 2003).
4.4	Bylaws of Registrant (incorporated by reference to Exhibit 99.2 to Registrant’s Registration Statement on Form S-3 (File No. 333-83069)).
4.5	Amendment to Bylaws of Registrant (incorporated by reference to Exhibit 3.03 to Registrant’s Form 10-K for the year ended December 31, 2001).
4.6	Fourth Amendment to Bylaws of Registrant (incorporated by reference to Exhibit 3.04 to Registrant’s Form 10-K for the year ended December 31, 2002).
4.7	Form of Specimen Certificate For Registrant’s Common Stock (incorporated by reference to Exhibit 4.02 to Registrant’s Form 10-K for the year ended December 31, 1999).
4.8	Rights Agreement, dated as of November 19, 1999, between the Registrant and ChaseMellon Shareholder Services, LLC (incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K (file No. 000-21949) filed on November 19, 1999).
5.1	Opinion of Cooley Godward LLP. (1)
15.1	Letter re: Unaudited Interim Financial Information. (1)
23.1	Consent of Ernst & Young LLP, Independent Auditors. (1)
23.2	Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1	Power of Attorney (appears on signature page).
99.1	1996 Stock Option Plan for Officers and Key Employees of the Registrant (incorporated by reference to Exhibit 10.05 to Registrant’s Form 8-B, dated January 23, 1997).
99.2	First Amendment to 1996 Stock Option Plan for Officers and Key Employees of the Registrant (incorporated by reference to Exhibit D to Registrant’s Proxy Statement, dated May 25, 1999).
99.3	Second Amendment to the 1996 Stock Option Plan for Officers and Key Employees of the Registrant (incorporated by reference to Exhibit 10.13 to Registrant’s Form 10-Q for the quarter ended June 30, 2003).

(1) A copy of this exhibit is being filed with this Registration Statement on Form S-8.

Item 9. Undertakings.

     a) 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 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;
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; and
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.

4

b)  The undersigned Registrant hereby undertakes that, for the 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 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.

c)  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.

5

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a 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 Cypress, State of California, on this 12th day of August, 2003.

	PACIFICARE HEALTH SYSTEMS, INC.
By:	/s/ Howard G. Phanstiel
	Howard G. Phanstiel Title: President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned whose signature appears below constitutes and appoints Howard G. Phanstiel and Gregory W. Scott, and each of them (with full power of each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and on his or her behalf, and in his or her name, place and stead, in any and all capacities to execute and sign any and all amendments or 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 attorneys-in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof and the Registrant hereby confers like authority on its behalf.

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

Name	Title	Date
/s/ Howard G. Phanstiel Howard G. Phanstiel	President, Chief Executive Officer and Director (Principal Executive Officer)	August 12, 2003
/s/ Gregory W. Scott Gregory W. Scott	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 12, 2003
/s/ Peter A. Reynolds Peter A. Reynolds	Senior Vice President and Corporate Controller (Chief Accounting Officer)	August 12, 2003
/s/ David A. Reed David A. Reed	Chairman of the Board	August 12, 2003
/s/ Bradley C. Call Bradley C. Call	Director	August 12, 2003
/s/ Shirley S. Chater, Ph.D. Shirley S. Chater, Ph.D.	Director	August 12, 2003

6

Name	Title	Date
/s/ Terry O. Hartshorn Terry O. Hartshorn	Director	August 12, 2003
/s/ Gary L. Leary Gary L. Leary	Director	August 12, 2003
/s/ Dominic Ng Dominic Ng	Director	August 12, 2003
/s/ Warren E. Pinckert II Warren E. Pinckert II	Director	August 12, 2003
/s/ Charles R. Rinehart Charles R. Rinehart	Director	August 12, 2003
/s/ Lloyd E. Ross Lloyd E. Ross	Director	August 12, 2003

7

PACIFICARE HEALTH SYSTEMS, INC.

FORM S-8
REGISTRATION STATEMENT

EXHIBIT INDEX

Exhibit
	4.1	Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 99.1 to Registrant’s Registration Statement on Form S-3 (File No. 333-83069)).
	4.2	Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.1 to Registrant’s Form 8-K, dated November 19, 1999).
	4.3	Amendment to Amended and Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.03 to Registrant’s Form 10-Q for the quarter ended June 30, 2003).
	4.4	Bylaws of Registrant (incorporated by reference to Exhibit 99.2 to Registrant’s Registration Statement on Form S-3 (File No. 333-83069)).
	4.5	Amendment to Bylaws of Registrant (incorporated by reference to Exhibit 3.03 to Registrant’s Form 10-K for the year ended December 31, 2001).
	4.6	Fourth Amendment to Bylaws of Registrant (incorporated by reference to Exhibit 3.04 to Registrant’s Form 10-K for the year ended December 31, 2002).
	4.7	Form of Specimen Certificate For Registrant’s Common Stock (incorporated by reference to Exhibit 4.02 to Registrant’s Form 10-K for the year ended December 31, 1999).
	4.8	Rights Agreement, dated as of November 19, 1999, between the Registrant and ChaseMellon Shareholder Services, LLC (incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K (File No. 000-21949) filed on November 19, 1999).
	5.1	Opinion of Cooley Godward LLP. (1)
	15.1	Letter re: Unaudited Interim Financial Information. (1)
	23.1	Consent of Ernst & Young LLP, Independent Auditors. (1)
	23.2	Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.
	24.1	Power of Attorney (appears on signature page).
	99.1	1996 Stock Option Plan for Officers and Key Employees of the Registrant (incorporated by reference to Exhibit 10.05 to Registrant’s Form 8-B, dated January 23, 1997).
	99.2	First Amendment to 1996 Stock Option Plan for Officers and Key Employees of the Registrant (incorporated by reference to Exhibit D to Registrant’s Proxy Statement, dated May 25, 1999).
	99.3	Second Amendment to the 1996 Stock Option Plan for Officers and Key Employees of the Registrant (incorporated by reference to Exhibit 10.13 to Registrant’s Form 10-Q for the quarter ended June 30, 2003).

(1) A copy of this exhibit is being filed with this Registration Statement on Form S-8.

8 EX-5.1 3 a90427orexv5w1.htm EXHIBIT 5.1

EXHIBIT 5.1

	ATTORNEYS AT LAW	Broomfield, CO 720 566-4000
	4401 Eastgate Mall San Diego, CA 92121-1909 Main 858 550-6000 Fax 858 550-6420	Palo Alto, CA 650 843-5000 Reston, VA 703 456-8000 San Francisco, CA 415 693-2000
	www.cooley.com
August 12, 2003	BARBARA L. BORDEN (858) 550-6064 bordenbl@cooley.com

PACIFICARE HEALTH SYSTEMS, INC.
5995 Plaza Drive
Cypress, CA 90630

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by PACIFICARE HEALTH SYSTEMS, INC., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of an aggregate of up to 750,066 shares of the Company’s Common Stock, $.01 par value (the “Shares”), issuable pursuant to the Company’s Amended and Restated 1996 Stock Option Plan for Officers and Key Employees, as amended (the “Option Plan”).

In connection with this opinion, we have examined and relied upon the Registration Statement, the Option Plan, the Company’s Certificate of Incorporation and Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the Option Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

Cooley Godward LLP

By:   /s/ Barbara L. Borden

Barbara L. Borden

EX-15.1 4 a90427orexv15w1.htm EXHIBIT 15.1

EXHIBIT 15.1

LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION

We are aware of the incorporation by reference in the Registration Statement (Form S-8) of PacifiCare Health Systems, Inc. for the registration of 750,066 shares of its common stock of our reports dated July 23, 2003 and April 24, 2003 relating to the unaudited condensed consolidated interim financial statements of PacifiCare Health Systems, Inc. that are included in its Forms 10-Q for the quarters ended June 30, 2003 and March 31, 2003, respectively.

/s/ ERNST & YOUNG LLP

Irvine, California
August 8, 2003

EX-23.1 5 a90427orexv23w1.htm EXHIBIT 23.1

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 1996 Stock Option Plan for Officers and Key Employees, as amended, and the Amended and Restated 1996 Non-Officer Directors Stock Option Plan, as amended, of PacifiCare Health Systems, Inc. of our report dated January 30, 2003 with respect to the consolidated financial statements and schedule of PacifiCare Health Systems, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Irvine, California
August 7, 2003

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EX-5.1

PacifiCare Health Systems, Inc.

EX-15.1

PacifiCare Health Systems, Inc.

EX-23.1

PacifiCare Health Systems, Inc.