-----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, ArXs0zeB1EPsGgoX4VgGTGSANcgrHtZpNW80T0RqIAr2DWp0oc5BaezxzUCM1bA4 9DShhWtAyU7Zc5NjG8pBOA== 0000950137-04-004282.txt : 20040519 0000950137-04-004282.hdr.sgml : 20040519 20040519160654 ACCESSION NUMBER: 0000950137-04-004282 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040519 EFFECTIVENESS DATE: 20040519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HEALTH GROUP CORP CENTRAL INDEX KEY: 0000812910 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 363307583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115632 FILM NUMBER: 04818770 BUSINESS ADDRESS: STREET 1: 3200 HIGHLAND AVENUE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 6307377900 MAIL ADDRESS: STREET 1: 3200 HIGHLAND AVENUE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHCARE COMPARE CORP/DE/ DATE OF NAME CHANGE: 19920703 S-8 1 c85681sv8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 19, 2004 Registration No. 333-_______ - -------------------------------------------------------------------------------- SECURITIES AND UNITED STATES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- FIRST HEALTH GROUP CORP. (Exact name of registrant as specified in its charter) ------------------- DELAWARE 36-3307583 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3200 HIGHLAND AVENUE DOWNERS GROVE, ILLINOIS 60515 (630) 737-7900 (Address of principal executive offices) --------------- FIRST AMENDED AND RESTATED FIRST HEALTH GROUP CORP. 2001 DIRECTORS' STOCK OPTION PLAN (full title of the plan) --------------- Copy to: SUSAN SMITH CHRISTOPHER LUEKING Vice President, Secretary and Latham & Watkins General Counsel Sears Tower, Suite 5800 First Health Group Corp. Chicago, Illinois 60606 3200 Highland Avenue (312) 876-7700 Downers Grove, Illinois 60515 Counsel to Registrant ------------------- CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered (1) Offering Price Aggregate Registration Per Share (2) Offering Price(2) Fee Common Stock, par value $.01 per share 1,500,000 shares $15.00 $22,500,000 $2,850.75
(1) The First Amended and Restated First Health Group Corp. 2001 Directors' Stock Option Plan (the "Plan") authorizes the issuance of a maximum of 2,000,000 shares of common stock of First Health Group Corp. (the "Company") plus substitutions or adjustments to shares to account for any change in corporate capitalization, such as a stock split, any merger, consolidation, recapitalization or other distribution of stock or property of which 500,000 shares have already been registered on August 15, 2001 pursuant to Form S-8 Registration No. 333-67568. Only the 1,500,000 newly authorized shares under the Plan are being registered hereunder. (2) Estimated solely for purposes of computing the registration fee for the 1,500,000 additional shares being registered hereunder. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, the proposed Maximum Offering Price Per Share is based on the average of the high and low trading prices of the Company's common stock on the NASDAQ National Market on May 17, 2004, which was $15.00 per share. --------------------------- Pursuant to Rule 429, the prospectus that is part of this Registration Statement also relates to Registration Statement No. 333-67568. EXPLANATORY NOTE This Registration Statement covers 1,500,000 additional shares of our common stock reserved for issuance under the First Amended and Restated First Health Group Corp. 2001 Directors' Stock Option Plan (the "Plan"). Effective May 13, 2003, the Compensation Committee of our Board of Directors adopted an amendment and restatement of the Plan which increased the number of shares reserved for issuance thereunder by 1,500,000 shares. On August 15, 2001 we filed with the Securities and Exchange Commission (the "Commission") Form S-8 Registration Statement No. 333-67568 (the "2001 Prior Registration Statement"), covering an aggregate of 250,000 shares issuable under the Plan, which had increased to an aggregate of 500,000 shares after giving effect to stock splits. The contents of the 2001 Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document which is incorporated by reference herein or therein. The items below contain information required in this registration that was not included in the 2001 Prior Registration Statement PART I ITEM 1. PLAN INFORMATION Not required to be filed with this Registration Statement. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Not required to be filed with this Registration Statement. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The documents listed below have been filed by the Company with the Commission and are incorporated in this Registration Statement by reference: a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed on March 12, 2004; b. The Company's Proxy Statement, filed on April 15, 2004; c. The Company's Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2004, filed on May 10, 2004; d. The description of the Company's Common Stock contained in the Registration Statement on Form 8-A (File No. 000-15846) pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other reports or amendments to the foregoing filed with the SEC for the purpose of updating such description; and e. All other reports filed by us pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of our fiscal year ended December 31, 2004. All documents filed by the Company pursuant to Section 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 part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be 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 that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 8. EXHIBITS See EXHIBIT INDEX. 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 Downers Grove, state of Illinois, on this 14th day of May, 2004. FIRST HEALTH GROUP CORP. By:/s/ Edward L. Wristen ----------------------- Edward L. Wristen, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Edward L. Wristen and Joseph E. Whitters each acting alone, his true and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements 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 full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto 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, each acting alone, or his 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 date indicated.
SIGNATURES TITLES DATE - ---------- ------ ---- /s/ Edward L. Wristen President, and Chief May 14, 2004 - ----------------------------- Executive Officer (Principal Edward L. Wristen Executive Officer) May 14, 2004 Vice President, /s/ William R. McManaman Chief Financial Officer - ----------------------------- (Principal Financial and William R. McManaman Accounting Officer) May 14, 2004 * Director - ----------------------------- Michael J. Boskin, Ph.D. May 14, 2004 * Director - ----------------------------- Daniel S. Brunner May 14, 2004 * Director - ----------------------------- Raul Cesan May 14, 2004 * Director - ----------------------------- Ronald H. Galowich May 14, 2004 * Director - ----------------------------- Harold S. Handelsman May 14, 2004 * Director - ----------------------------- Don Logan May 14, 2004 * Director - ----------------------------- William Mayer May 14, 2004 * Director - ----------------------------- David E. Simon May 14, 2004 * Director - ----------------------------- James C. Smith * By /s/ Edward L. Wristen May 14, 2004 --------------------- Attorney-in-Fact
FIRST HEALTH GROUP CORP. EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 4.1 First Amended And Restated First Health Group Corp. 2001 Directors' Stock Option Plan 4.2 First Amendment to First Amended And Restated First Health Group Corp. 2001 Directors' Stock Option Plan 5.1 Opinion and Consent of Latham & Watkins 23.1 Consent of Independent Auditors 23.2 Consent of Latham & Watkins (included in their opinion filed as Exhibit 5.1) 24 Power of Attorney (included in the signature page to the Registration Statement)
EX-4.1 2 c85681exv4w1.txt AMENDED & RESTATED DIRECTORS' STOCK OPTION PLAN Exhibit 4.1 FIRST AMENDED AND RESTATED FIRST HEALTH GROUP CORP. 2001 DIRECTORS' STOCK OPTION PLAN 1. Purpose. The purpose of this Plan is to aid First Health Group Corp. (the "Corporation"), in securing individuals to serve on its Board of Directors, and to provide financial incentives to such directors to exert their best efforts on behalf of the Corporation. 2. Administration. (a) A Stock Option Committee (the "Committee") of two or more persons shall be appointed by the Board of Directors from time to time to serve at the pleasure of the Board of Directors with full power and authority, subject to such orders or resolutions not inconsistent with the provisions of this Plan as may from time to time be issued or adopted by the Board of Directors, to interpret the provisions and supervise the administration of this Plan. Each member of the Committee shall be a "Non-Employee Director" as determined under Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) In accordance with the provisions of this Plan and subject to Board approval, the Committee shall administer this Plan in accordance with the criteria set forth herein in a manner consistent with Rule 16b-3(d), or any successor rule hereafter promulgated under the Exchange Act. Subject to the express provisions of this Plan, the Committee shall have authority to adopt administrative regulations and procedures which are consistent with the terms of this Plan; to adopt and amend option agreements (each, an "Option Agreement") as they deem advisable; to determine, upon Board approval, the terms and provisions of such Option Agreements (except with respect to the number of shares covered by an option granted to an optionee, the date of grant, the option period and the option price); and, subject to the provisions hereof, to construe and interpret such Option Agreements; to impose such limitations and restrictions as are deemed necessary or advisable by counsel for the Corporation so that compliance with the Federal securities and tax laws and with the securities laws of the various states may be assured; and to make all other determinations necessary or advisable for administering this Plan. The Committee may designate any officers or employees of the Corporation to assist the Committee in the administration of this Plan and to execute documents on its behalf, and the Committee may delegate to them such other ministerial and limited discretionary duties as it sees fit. All determinations and selections made by the Committee shall be by the affirmative vote of a majority of its members, but any determination reduced to writing and signed by a majority of the members shall be fully as effective as if it had been made by a majority vote at a meeting duly called and held. (c) Each option shall be evidenced by a written instrument duly executed by the Corporation and optionee which shall contain such terms and conditions not inconsistent with this Plan as the Committee, with the approval of counsel for the Corporation, shall determine; provided, however, that such terms need not be identical as between any two agreements. (d) All decisions made by the Board of Directors pursuant to the provisions of this Plan and all determinations and selections made by the Committee pursuant to such provisions and related orders or resolutions of the Board of Directors shall be final and conclusive. 3. Eligibility and Participation. The group of persons eligible to receive options shall consist of the Chairman of the Board if he is not also an employee or an officer of the Corporation and members of the Board of Directors of the Corporation who are not also employees or officers of the Corporation. 4. Shares Subject to the Plan. The stock subject to the Plan shall be shares of the Corporation's authorized common stock, $.01 par value per share (the "Common Stock"), and may be authorized but unissued shares or treasury shares, as the Board of Directors may from time to time determine in its sole discretion. Subject to adjustment as provided in paragraph 11 hereof, the aggregate number of shares of Common Stock to be delivered upon exercise of all options granted pursuant hereto shall not exceed 2,000,000. If an option expires or terminates for any reason during the term of the Plan and prior to the exercise thereof in full, the shares subject to, but not delivered under, such option shall, except as hereinafter provided, be available for options thereafter granted. 5. Grant of Options. (a) The Chairman of the Board, if he is not an employee or officer of the Corporation, and each director who is not also an employee or officer of the Corporation shall, each year on the date of the Board meeting immediately following the Annual Meeting of Stockholders of the Corporation (the "Grant Date"), be granted an option to purchase 16,000 shares of Common Stock, subject to adjustment as provided in paragraph 11 hereof. In addition to the foregoing, each year on the Grant Date (i) the Chairman of the Board, if he is not an employee or officer of the Corporation, shall be granted an option to purchase an additional 40,000 shares of Common Stock, (ii) the Chairman of the Audit Committee and the Compensation Committee, if not also an employee or officer of the Corporation, shall each be granted an option to purchase an additional 4,000 shares of Common Stock, and (iii) the Chairman of the Executive Committee, if not also an employee or officer of the Corporation, shall be granted an option to purchase an additional 24,000 shares of Common Stock, in each case subject to adjustment as provided in paragraph 11 hereof. (b) The Committee is authorized to grant options to purchase a number of shares of Common Stock determined by the Committee on a discretionary basis to non-employee directors upon their election to the Board. (c) Notice of the grant of options under this Plan shall be given to each optionee to whom an option is so granted within a reasonable time after the date of such grant. 6. Options to be Granted. Options granted under this Plan are intended to be "nonstatutory options" and are not intended to be "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2 7. Option Price; Fair Market Value. Options granted hereunder shall have a per share exercise price of 100% of the "fair market value" of a share of Common Stock on (i) the Grant Date in the case of options granted under Section 5(a) or (ii) the date of grant in the case of options granted under Section 5(b). Other than adjustments pursuant to Section 11 hereof, neither the Board of Directors nor the Committee shall make any alteration or amendment to any options granted hereunder which operates to reprice, replace, regrant through cancellation or lower the exercise price of a previously granted option without the approval of the Corporation's stockholders. For purposes of this Plan, "fair market value" of a share of Common Stock shall mean: (i) if the Common Stock is traded on a national stock exchange on the Grant Date of such option, fair market value shall be the closing price reported by the applicable composite transactions report on such day, or if the Common Stock is not traded on such date, the mean between the closing bid-and-asked prices thereof on such exchange; (ii) if the Common Stock is traded over-the-counter and is classified as a national market issue on the Grant Date of such option, fair market value shall be the last reported transaction price quoted by the NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and is not classified as a national market issue on the Grant Date of such option, fair market value shall be the mean between the last representative bid-and-asked prices quoted by the NASDAQ on that day; or (iv) if none of the foregoing provisions is applicable, fair market value shall be determined by the Committee in good faith on such basis as it deems appropriate. In all cases, the determination of fair market value shall be binding and conclusive on all persons. 8. Term and Exercise of Options. (a) Options shall be exercisable in such installments and at such times as may be fixed by the Committee at the time of grant, but no option shall be exercisable after the expiration of ten years from the date of grant of such option; provided, however, that by a resolution adopted after an option is granted, the Committee may, subject to Board approval, accelerate the time at which such option or any portion thereof may be exercised. Unless otherwise provided in the Option Agreement, an option granted under this Plan may be exercised in whole or in part; provided, however, that the Corporation shall not be required to issue fractional shares. (b) No option shall be granted hereunder and no option granted hereunder shall be exercisable, unless, at the time of any grant or exercise of an option, such grant or exercise is in full compliance with all Federal and state securities laws. Upon the exercise of an option, the optionee shall be required to make payment in full to the Corporation of the exercise price therefor (and any required tax withholding payment) (i) in cash or cash equivalent payment, (ii) with previously acquired shares of Common Stock which have been held by the optionee for at least six (6) months having an aggregate fair market value equal to the exercise price (and any required tax withholding payment), or (iii) through the delivery of a notice that the optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the 3 option exercise price, provided that payment of such proceeds is then made to the Company upon settlement of such sale, and/or (iv) any combination of (i), (ii) or (iii) above. As a condition to the exercise of an option, the Corporation may require the person exercising such option to represent and warrant at the time of any such exercise that the shares of Common Stock are being purchased for investment purposes only and without any present intention to sell or distribute such shares of Common Stock. Purchase of the shares of Common Stock shall be accompanied by a written request for the shares of Common Stock purchased with such payment and written request to be made to the Secretary of the Corporation. No holder of any option, or such holder's legal representative, legatee, or distributee shall be or be deemed to be a holder of any shares of Common Stock subject to such option unless and until such person has received a certificate or certificates therefor. If, on the date on which any option granted hereunder is exercised, a registration statement relating to the shares of Common Stock issuable pursuant to this Plan is not in effect, the certificate evidencing shares of Common Stock acquired upon exercise of such option shall contain upon its face, or on the reverse thereof, the following legend: "These shares have not been registered under the Securities Act of 1933, as amended, or under any applicable state law. They may not be offered for sale, sold, transferred, or pledged without (1) registration under the Securities Act of 1933, as amended, and any applicable state law, or (2) an opinion (satisfactory to the corporation) that registration is not required." (c) The proceeds received by the Corporation from the sale of shares of Common Stock subject to an option are to be added to the general funds of the Corporation and used for general business purposes as the Board of Directors shall, in its sole discretion, determine. 9. Transferability of Options. No option shall be transferable by an optionholder other than by will or by the laws of descent and distribution or to a "family member" pursuant to a domestic relations order (within the meaning of Rule 16a-12 promulgated under the Exchange Act). Notwithstanding the foregoing sentence, the Committee may set forth in an Option Agreement evidencing an option that the option may be transferred by gift to a "family member" of the optionholder. For purposes of this paragraph 9, "family member" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the optionholder's household (other than as a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the optionholder) control the management of assets, and any other entity in which these persons (or the optionholder) own more than fifty percent of the voting interests. During the lifetime of the optionholder, an option may be exercised only by the optionholder or by persons to whom the option was transferred as specified above. 10. Death, Disability, Retirement or Termination of Directorship. Any option, the exercise period of which has not theretofore expired, shall terminate at the time of an optionee's death, the optionee's disability or the termination of an optionee's service as a 4 director of the Corporation, and no shares of Common Stock may thereafter be delivered upon the exercise of such option except as set forth below: (a) In the case of any optionee who has served as a director continuously from the date of grant to the date of termination due to disability (as defined in Section 22(e) (3) of the Code), such optionee may, within two years (or such shorter period of time as is specified in the Option Agreement) after the date of such termination but before the expiration of the original exercise period, purchase some or all of the shares of Common Stock subject to an option outstanding immediately prior to such termination, to the extent the optionee was then entitled to exercise such option immediately prior thereto; (b) Upon the death of any optionee while serving as a director or of any disabled or retired director within two years of termination of service as a director (or such shorter period of time as is specified in the Option Agreement), the person or persons to whom such optionee's rights under the option are transferred by will or the laws of descent and distribution may within two years after the date of death, but before the expiration of the original exercise period, purchase some or all of the shares of Common Stock subject to an option outstanding immediately prior to such date of death, to the extent the optionee was then entitled to exercise such option immediately prior thereto; and (c) In the case of any optionee who has been a director continuously from the date of grant to the date of termination of service as a director and whose position as a director is terminated due to retirement, resignation, removal, failure to be nominated by the Board of Directors for re-election or failure to be re-elected by the stockholders of the Corporation, such optionee may, within two years after the date of any such termination not "due to cause" (or such shorter period of time as is specified in the Option Agreement) but before the expiration of the original exercise period, purchase some or all of the shares of Common Stock subject to an option outstanding immediately prior to such retirement, resignation or termination, to the extent the optionee was then entitled to exercise such option immediately prior to retirement, resignation or termination; provided, however, in the case of a termination "due to cause", all outstanding options of the optionee shall be cancelled and terminated as of the date on which such optionee is given notice of termination. For purposes of this Plan, termination "due to cause" shall mean, in the reasonable belief of the Committee, the breach of a duty of loyalty to the Corporation or its stockholders or the commission of fraud, embezzlement or theft against the Corporation, employees of the Corporation or a customer or business associate of the Corporation. 11. Changes in Common Stock. In the event that, prior to the delivery by the Corporation of all of the shares of Common Stock which may be delivered hereunder and after the effective date of the Plan, there shall be any change in the outstanding Common Stock of the Corporation by reason of any recapitalization, merger, reorganization, consolidation, split-up, stock dividend or stock right distribution, the number and kind of shares deliverable hereunder and the option price, etc. shall be adjusted (but without regard to fractions) in a fair and equitable manner by the Board of Directors of the Company, whose determination in each case shall be conclusive and binding on the Corporation and the optionee and such optionee's legal representative. 5 12. Rights as a Stockholder. No person participating in this Plan shall have any rights of a stockholder of the Company as to shares of Common Stock subject to an option until such option is exercised and certificates representing such shares of Common Stock are received by such optionee. 13. Implied Consent of Participants. Every optionee, by acceptance of an option under this Plan, shall be deemed to have consented to be bound, on such optionee's own behalf and on behalf of such optionee's heirs, assigns and legal representatives, by all of the terms and conditions of this Plan. 14. The Corporation's Responsibility. All expenses of this Plan, including the cost of maintaining records hereunder, shall be borne by the Corporation. The Corporation shall have no responsibility or liability (other than under applicable securities laws) for any act or thing done or left undone with respect to the price, time, quantity, or other conditions and circumstances of the purchase of shares under the terms of this Plan, so long as the Corporation acts in good faith. 15. Amendment and Discontinuance. The Board of Directors may alter, suspend, or discontinue this Plan at any time and from time to time, without obtaining the approval of the Corporation's stockholders, but may not, without the approval of the Corporation's stockholders, make any alteration or amendment thereof which operates to increase the total number of shares of Common Stock for which an option or options may be granted under the Plan, other than adjustments pursuant to Section 11 hereof. No amendment to or termination of this Plan shall affect outstanding options theretofore granted under this Plan, and such options shall remain in full force and effect as if this Plan had not been amended or terminated. 16. Effective Date. The Plan was originally effective as of May 22, 2001. The First Amended and Restated Plan is effective as of May 13, 2003. 17. Termination. The period during which options may be granted under this Plan expires on May 22, 2011 unless this Plan is terminated by the Board of Directors prior to such date. 6 EX-4.2 3 c85681exv4w2.txt FIRST AMENDMENT TO DIRECTORS' STOCK OPTION PLAN Exhibit 4.2 FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED FIRST HEALTH GROUP CORP. 2001 DIRECTORS' STOCK OPTION PLAN WHEREAS, the Company maintains the 2001 Directors' Stock Option Plan (the "Plan"), which was amended and restated effective May 13, 2003 pursuant to which options to purchase shares of the Company's common stock may be granted to non-employee directors of the Company; WHEREAS, the Board of Directors of the Company (the "Board") has reserved the right to amend the Plan from time to time; WHEREAS, the Board has determined to amend the Plan to grant to the Stock Option Committee (the "Committee") which administers the Plan the authority to make discretionary grants of options to non-employee directors for their service on committees, which have been and may be established in the future; NOW, THEREFORE, the Plan is hereby amended effective as of May 22, 2001, as if included in the Plan as originally adopted by substituting the following for Section 5(b): "(b) The Committee is authorized to grant options to purchase a number of shares of Common Stock determined by the Committee on a discretionary basis to non-employee directors (i) upon election to the Board, (ii) upon appointment to a committee of the Board, (iii) upon appointment as chairman of any committee of the Board, or (iv) at such other times as the Committee determines is appropriate." IN WITNESS WHEREOF, this First Amendment to the First Amended and Restated First Health Group Corp. 2001 Stock Option Plan having been approved by the Board of Directors of the Company on May 13, 2003 is hereby executed by an authorized officer this 13th day of May, 2003. FIRST HEALTH GROUP CORP. /s/ Susan T. Smith --------------------------- By: Susan T. Smith Its: Secretary EX-5.1 4 c85681exv5w1.txt OPINION AND CONSENT OF LATHAM & WATKINS Exhibit 5.1 [LATHAM & WATKINS LLP LOGO] Sears Tower, Suite 5800 233 S. Wacker Dr. Chicago, Illinois 60606 Tel: (312) 876-7700 Fax: (312) 993-9767 www.lw.com FIRM / AFFILIATE OFFICES Boston New Jersey Brussels New York Chicago Northern Virginia Frankfurt Orange County Hamburg Paris Hong Kong San Diego London San Francisco Los Angeles Silicon Valley Milan Singapore Moscow Tokyo Washington, D.C. May 18, 2004 First Health Group Corp. 3200 Highland Avenue Downers Grove, Illinois 60515 Re: Registration Statement on Form S-8 First Health Group Corp. Ladies and Gentlemen: In connection with the preparation and filing by First Health Group Corp. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance by the Company of an additional 1,500,000 shares (the "Additional Shares") of the Company's Common Stock, par value $.01 per share, pursuant to the First Amended and Restated First Health Group Corp. 2001 Directors' Stock Option Plan (as amended, restated or otherwise modified, the "Plan"), you have requested our opinion with respect to the matters set forth below. In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Additional Shares, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of MAY 18, 2004 PAGE 2 [LATHAM & WATKINS LLP LOGO] Delaware, any other laws, or as to any matters of municipal law or the laws of any local agency within any state. Subject to the foregoing, it is our opinion that the Additional Shares have been duly authorized and, when issued and sold upon exercise of the options for such Additional Shares and payment of the exercise price therefor as contemplated by the Plan, such Additional Shares will be validly issued, fully paid and nonassessable. We consent to your filing this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Latham & Watkins LLP Latham & Watkins LLP EX-23.1 5 c85681exv23w1.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 Independent Auditors Consent We consent to the incorporation by reference in this Registration Statement of First Health Group Corp. on Form S-8 related to the First Amended and Restated First Health Group Corp. 2001 Directors' Stock Option Plan of our reports dated March 8, 2004 appearing in and incorporated by reference in the Annual Report on Form 10-K of First Health Group Corp. and subsidiaries for the year ended December 31, 2003 /s/ Deloitte & Touche LLP ------------------------- Deloitte & Touche LLP Chicago, Illinois May 18, 2004 -----END PRIVACY-ENHANCED MESSAGE-----