-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D24bfEg9F+KbWigjTW9dEGbfwwn/3UWR+59wA20iOH7gOoW2VNhJsP864vQarxx4 4oDPFGTsHnSsvptKTnrtqw== 0000950144-06-001049.txt : 20060210 0000950144-06-001049.hdr.sgml : 20060210 20060210163750 ACCESSION NUMBER: 0000950144-06-001049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060207 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HealthSpring, Inc. CENTRAL INDEX KEY: 0001339553 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 201821898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32739 FILM NUMBER: 06599142 BUSINESS ADDRESS: STREET 1: 44 VANTAGE WAY, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37228 BUSINESS PHONE: 615-291-7000 MAIL ADDRESS: STREET 1: 44 VANTAGE WAY, SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37228 8-K 1 g99559e8vk.htm HEALTHSPRING, INC. - FORM 8-K HEALTHSPRING, INC. - FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2006 (February 7, 2006)
HEALTHSPRING, INC.
(Exact name of registrant as specified in charter)
         
Delaware   001-32739   20-1821898
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation)   File Number)   Identification No.)
     
44 Vantage Way, Suite 300    
Nashville, Tennessee   37228
(Address of principal executive offices)   (Zip Code)
(615) 291-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01. Entry into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1 LETTER AGREEMENT 02/07/06

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Item 1.01. Entry into a Material Definitive Agreement.
     On February 7, 2006, HealthSpring, Inc. (“HealthSpring”) and Renaissance Physician Organization (“RPO”) concluded negotiations of a settlement of all matters related to a prior agreement by HealthSpring to compensate RPO through the issuance of a warrant to purchase up to approximately 1% of HealthSpring’s common stock as of HealthSpring’s recapitalization on March 1, 2005. The warrant was to become exercisable over a period of five years based upon the achievement by RPO of certain performance goals to be negotiated by the parties. Under the terms of the settlement, HealthSpring made a cash payment of $4.0 million to RPO on February 8, 2006 in satisfaction of HealthSpring’s obligation to issue RPO the warrant described above.
     RPO is a Texas non-profit corporation that is an affiliation of 13 independent physician associations providing medical services primarily in, or in counties surrounding, the greater Houston, Texas metropolitan area. GulfQuest, L.P., one of HealthSpring’s wholly-owned HMO management subsidiaries, provides medical management, claims processing, provider relations, credentialing, finance, and reporting services for RPO’s Medicare and commercial health plan members, and receives a management fee from RPO for these services. RPO has also contracted with Texas HealthSpring, LLC, a HealthSpring HMO subsidiary, to provide medical services and procedures to the members of Texas HealthSpring’s Medicare plans covering the RPO service areas. Herb Fritch, the President and Chief Executive Officer of HealthSpring, serves as the President of RPO, and Dr. Pasquale Pingitore, the Senior Vice President and Chief Medical Officer of HealthSpring, serves as the Chief Medical Officer of RPO.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits
         
  10.1    
Letter Agreement dated February 7, 2006, by and between HealthSpring, Inc. and Renaissance Physician Organization

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  HEALTHSPRING, INC.
 		  
  By:   /s/ J. Gentry Barden    
    J. Gentry Barden   
    Senior Vice President, Corporate General
Counsel, and Secretary 		  
 
Date: February 10, 2006

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EXHIBIT INDEX
         
  10.1    
Letter Agreement dated February 7, 2006, by and between HealthSpring, Inc. and Renaissance Physician Organization

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EX-10.1 2 g99559exv10w1.txt EX-10.1 LETTER AGREEMENT 02/07/06 EXHIBIT 10.1 (HEALTHSPRING LOGO) February 7, 2006 John Bertini, MD Chairman of the Board Renaissance Physician Organization Dear Dr. Bertini: Please allow this letter to reflect the parties understanding of the settlement of all matters relating to the proposed warrant to be issued by HealthSpring, Inc. to Renaissance Physician Organization as described in the letter to RPO dated October 14, 2004 and attached as Exhibit A. Pursuant to Exhibit A, HealthSpring and its subsidiaries (collectively, "HealthSpring") agreed to compensate RPO over a five year period through the issuance of a warrant, the vesting and exercisability of which was to be based upon RPO achieving certain performance goals. In correspondence dated January 26, 2006 and attached hereto as Exhibit B, HealthSpring offered to satisfy the above obligation with an immediate cash payment of $4.0 million. It is further agreed and understood that by method of its tax accounting the value of said warrant has never been included in the taxable income of RPO for any period from October 13, 2004 through the present and that the settlement of this warrant is compensatory in nature, that RPO will recognize ordinary income in the amount of $4.0 million. It is both parties understanding that through board action on January 31, 2006 RPO accepted HealthSpring's offer as set forth in the January 26, 2006 correspondence. Upon the joint signature of this letter and the closing of the HealthSpring, Inc. initial public offering, estimated to occur on February 8, 2006, such funds will be made available to RPO through a wire transfer to an account designated by RPO, the receipt of which will constitute RPO's agreement that HealthSpring's obligation, relating to the proposed warrant shall have been satisfied in full. Please indicate, through your signature below RPO's acceptance and agreement with the terms as set forth herein. Very truly yours, /s/ Jeffrey L. Rothenberger Jeffrey L. Rothenberger Executive Vice President, Chief Operating Officer ACKNOWLEDGED AND AGREED: RENAISSANCE PHYSICIAN ORGANIZATION By: /s/ John Bertini, MD ----------------------------------- John Bertini, MD Chairman of the Board Renaissance Physician Organization 44 Vantage Way, Suite 300 Nashville, Tennessee 37228 (615)291-7000 (615) 401-4566 (Fax) -----END PRIVACY-ENHANCED MESSAGE-----