Attached files
file | filename |
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EX-31.2 - EX-31.2 - AMERIGROUP CORP | w82675exv31w2.htm |
EX-31.1 - EX-31.1 - AMERIGROUP CORP | w82675exv31w1.htm |
EX-10.19.4 - EX-10.19.4 - AMERIGROUP CORP | w82675exv10w19w4.htm |
EX-10.20.7 - EX-10.20.7 - AMERIGROUP CORP | w82675exv10w20w7.htm |
EX-10.20.6 - EX-10.20.6 - AMERIGROUP CORP | w82675exv10w20w6.htm |
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2010 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Commission File Number
001-31574
AMERIGROUP
Corporation
(Exact name of registrant as
specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
54-1739323 (I.R.S. Employer Identification No.) |
|
4425 Corporation Lane, Virginia Beach, Virginia (Address of principal executive offices) |
23462 (Zip Code) |
Registrants telephone number, including area code:
(757) 490-6900
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $.01 par value | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such
files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ
As of June 30, 2010 the aggregate market value of the
registrants common stock held by non-affiliates of the
registrant was $1,590,589,026.
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
Class | Outstanding at February 17, 2011 | |
Common Stock, $.01 par value | 49,498,758 |
Documents
Incorporated by Reference
Document | Parts Into Which Incorporated | |
Proxy Statement for the Annual Meeting of Stockholders to be
held May 12, 2011 (Proxy Statement) |
Part III |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form
10-K of AMERIGROUP Corporation for the fiscal year ended December 31, 2010 (the 2010 Annual Report
on Form 10-K), originally filed with the Securities and Exchange Commission (the SEC) on
February 23, 2011. We are filing this Amendment solely to make certain revisions to the redacted
copies of three material definitive agreements filed as exhibits with the 2010 Annual Report on
Form 10-K, each under a request for confidential treatment. This Amendment hereby amends the cover
page and Part IV, Item 15(b) of the 2010 Annual Report on Form 10-K. Exhibit 10.19.4, which is
re-filed with this Amendment, has been amended to include explanatory language indicating that we
have omitted marked portions of the document pursuant to a request for confidential treatment, the
number of pages being omitted and that such omitted portions have been separately filed with the
SEC. Exhibit 10.20.6 and Exhibit 10.20.7 have been amended as we have withdrawn our request for
confidential treatment for these two agreements and have re-filed the full unredacted agreements as exhibits
to this Amendment. Exhibit 10.19.4, Exhibit 10.20.6 and Exhibit 10.20.7, as filed herewith, amend
and replace in their entirety the previously filed Exhibits to the 2010 Annual
Report on Form 10-K. In addition, as required by Rule 12b-15 under the Securities and Exchange Act
of 1934, as amended, new certifications of our principal executive officer and principal financial
officer are filed as Exhibits to this Amendment.
No other item or disclosure appearing in the 2010 Annual Report on Form 10-K is affected by
this Amendment other than the exhibits described above. This report on Form 10-K/A is presented as
of the filing date of the 2010 Annual Report on Form 10-K and does not reflect events occurring
after that date, or modify or update other items or disclosures in the 2010 Annual Report on Form
10-K. Accordingly, this Amendment should be read in conjunction with the 2010 Annual Report on Form
10-K and our other filings with the SEC.
In
this Amendment, Company, we and our refer to AMERIGROUP Corporation.
Item 15. Exhibits and Financial Statement Schedules
(b) Exhibits.
The Exhibit Index identified under Part IV, Item 15(b) of the 2010 Annual Report on Form
10-K is hereby amended such that the following documents are (i) amended and added to the Exhibit
Index and (ii) included as exhibits to the 2010 Annual Report on Form 10-K:
Exhibit | ||
Number | Description | |
*10.19.4
|
Amendment No. 9 between Georgia Department of Community Health and AMGP Georgia Managed Care Company, Inc. for the provision of HMO services to Georgia Families for the period from July 1, 2010 through June 30, 2011, filed herewith. | |
10.20.6
|
Amendment effective December 1, 2010, to the Health & Human Services Commission Agreement for Health Services to the STAR, STAR+PLUS, CHIP, and CHIP Perinatal programs in the Bexar, Dallas, Harris, Nueces, Tarrant, and Travis Service Delivery Areas expiring August 31, 2013, filed herewith. | |
10.20.7
|
Amendment effective March 1, 2011, to the Health & Human Services Commission Agreement for Health Services to the STAR, STAR+PLUS, CHIP, and CHIP Perinatal programs in the Bexar, Dallas, Harris, Nueces, Tarrant, and Travis Service Delivery Areas expiring August 31, 2013, filed herewith. | |
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002, dated May 13, 2011. | |
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002, dated May 13, 2011. |
* | The Company has requested confidential treatment of the redacted portions of this exhibit pursuant to Rule 24b-2, under the Securities Exchange Act of 1934, as amended, and has separately filed a complete copy of this exhibit with the Securities and Exchange Commission. |
2
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Virginia Beach, Commonwealth of
Virginia, on May xx, 2011.
AMERIGROUP Corporation
By: |
/s/ James
W. Truess
|
Name: James W. Truess
Title: | Chief Financial Officer and |
Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Signatures | Title | Date | ||||
/s/ James
G. Carlson James G. Carlson |
Chairman, Chief Executive Officer and President |
May 13, 2011 | ||||
/s/ James
W. Truess James W. Truess |
Chief Financial Officer and Executive Vice President |
May 13, 2011 | ||||
/s/ Margaret
M. Roomsburg Margaret M. Roomsburg |
Chief Accounting Officer and Senior Vice President |
May 13, 2011 | ||||
/s/ Thomas
E. Capps Thomas E. Capps |
Director | May 13, 2011 | ||||
/s/ Jeffrey
B. Child Jeffrey B. Child |
Director | May 13, 2011 | ||||
/s/ Emerson
U. Fullwood Emerson U. Fullwood |
Director | May 13, 2011 | ||||
/s/ Kay
Coles James Kay Coles James |
Director | May 13, 2011 | ||||
/s/ William
J. McBride William J. McBride |
Director | May 13, 2011 | ||||
/s/ Hala
Moddelmog Hala Moddelmog |
Director | May 13, 2011 | ||||
/s/ Joseph
W. Prueher Joseph W. Prueher |
Director | May 13, 2011 |
3
Signatures | Title | Date | ||||
/s/ Uwe
E. Reinhardt, Ph.D. Uwe E. Reinhardt, Ph.D. |
Director | May 13, 2011 | ||||
/s/ Richard
D. Shirk Richard D. Shirk |
Director | May 13, 2011 | ||||
/s/ John
W. Snow John W. Snow |
Director | May 13, 2011 |
4