Attached files
| file | filename |
|---|---|
| EX-99.1 CHARTER - EASY CHOICE ACQUISITION PRESS RELEASE - WELLCARE HEALTH PLANS, INC. | pressrelease.htm |
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): September 6, 2012
WELLCARE HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-32209
|
47-0937650
|
||
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
||
|
of incorporation)
|
Identification No.)
|
|||
|
8735 Henderson Road, Renaissance One
|
||||
|
Tampa, Florida
|
33634
|
|||
|
(Address of principal executive offices)
|
(Zip Code)
|
|||
Registrant’s telephone number, including area code: (813) 290-6200
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):
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 8.01 Other Events
On September 6, 2012, WellCare Health Plans, Inc. (“WellCare”) announced that it had entered into an agreement to acquire Easy Choice Health Plan, Inc. (“Easy Choice”). As of September 2012, Easy Choice serves approximately 35,000 Medicare Advantage plan members in Los Angeles, Orange, Riverside, and San Bernardino Counties in Southern California. WellCare expects the transaction to close in the fourth quarter of 2012, subject to regulatory approvals.
A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This Form 8-K and the accompanying news release on Exhibit 99.1 contain “forward-looking” statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions are forward-looking statements. For example, statements regarding WellCare’s financial outlook, the timing of the closing of the acquisition of Easy Choice Health Plan, Inc. and its 2013 Medicare Advantage service area are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause WellCare’s actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, WellCare’s progress on top priorities such as improving health care quality and access, ensuring a competitive cost position, and delivering prudent, profitable growth, WellCare’s ability to effectively manage growth, WellCare’s ability to address operational challenges relating to new business, and WellCare’s ability to effectively execute and integrate acquisitions.
Additional information concerning these and other important risks and uncertainties can be found under the captions “Forward-Looking Statements” and “Risk Factors” in WellCare’s Annual Report on Form 10-K for the year ended December 31, 2011, and in WellCare’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 and other subsequent filings by WellCare with the U.S. Securities and Exchange Commission, which contain discussions of WellCare’s business and the various factors that may affect it. WellCare undertakes no duty to update these forward-looking statements to reflect any future events, developments, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Date: September 6, 2012
|
WELLCARE HEALTH PLANS, INC.
/s/ Lisa G. Iglesias
|
|
Lisa G. Iglesias
|
|
|
Senior Vice President, General Counsel & Secretary
|
Exhibit Index
|
Exhibit No.
|
Description
|