WCG WellCare Health Plans Inc

As filed with the Securities and Exchange Commission on January 23, 2020

Registration No. 333-131908

Registration No. 333-140753

Registration No. 333-160275

Registration No. 333-166640

Registration No. 333-188798

Registration No. 333-231713

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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c/o Centene Corporation

7700 Forsyth Boulevard

St. Louis, Missouri 63105

Telephone Number: (314) 725-4477

 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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WellCare Health Plans, Inc. 2004 Equity Incentive Plan

WellCare Health Plans, Inc. 2013 Incentive Compensation Plan

WellCare Health Plans, Inc. 2019 Incentive Compensation Plan

 

(Full title of the plans)

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Keith Williamson

Executive Vice President, General Counsel and Secretary

Centene Corporation

7700 Forsyth Boulevard

St. Louis, Missouri 63105

Telephone Number: (314) 725-4477

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).

 

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) deregisters all shares of WellCare Health Plans, Inc., a Delaware corporation (the “Registrant”), common stock, par value $0.01 per share (“Shares”), and any other securities remaining unissued, under the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):

Pursuant to the Agreement and Plan of Merger, dated as of March 26, 2019 (the “Merger Agreement”), by and among the Registrant, Centene Corporation (“Centene”), Wellington Merger Sub I, Inc., a direct, wholly owned subsidiary of Centene, and Wellington Merger Sub II, Inc., a direct, wholly owned subsidiary of Centene, the Registrant became a wholly owned subsidiary of Centene effective January 23, 2020.

As a result of the completion of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertakings made by the Registrant in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the date hereof.