As filed with the Securities and Exchange Commission on June 28, 2006
Registration No. 333-120854
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WELLPOINT, INC.
(Exact name of registrant as specified in its charter)
Indiana | 35-2145715 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
120 Monument Circle | ||
Indianapolis, Indiana | 46204 | |
(Address of Principal Executive Offices) | (Zip Code) |
WellPoint 401(k) Retirement Savings Plan (the Prior WHN 401(k) Plan)
(Full title of the plan)
Angela F. Braly, Esq.
Executive Vice President, General Counsel and Chief Public Affairs Officer
WellPoint, Inc.
120 Monument Circle
Indianapolis, Indiana 46204
(Name and address of agent for service)
(317) 488-6000
(Telephone number, including area code, of agent for service)
Copy to:
Christine Graffis Long
Baker & Daniels LLP
600 East 96th Street, Suite 600
Indianapolis, Indiana 46240
(317) 569-9600
EXPLANATORY STATEMENT
This post-effective amendment to the registration statement on Form S-8 (Registration No. 333-120854) (the Registration Statement) is being filed by WellPoint, Inc. (WellPoint) to deregister shares of its common stock previously registered under the Registration Statement and reserved for issuance under the WellPoint 401(k) Retirement Savings Plan (Generally effective January 1, 2002 (as amended)) (the Prior WHN 401(k) Plan). Under the Registration Statement an aggregate of 4,744,760(1) shares and an indeterminate amount of plan interests were registered for issuance under the Prior WHN 401(k) Plan.
Effective December 31, 2005, the Prior WHN 401(k) Plan was merged into the WellPoint 401(k) Retirement Savings Plan, which prior to January 1, 2006 was known as the Anthem 401(k) Long Term Savings Investment Plan, and the Prior WHN 401(k) Plan ceased to exist. As of the date hereof, 4,158,074 shares of WellPoint common stock and an indeterminate amount of plan interests registered under the Registration Statement remain unissued under the Prior WHN 401(k) Plan.
Therefore, in accordance with an undertaking made by WellPoint in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of WellPoints common stock which remain unsold at the termination of the offering, WellPoint hereby deregisters 4,158,074 shares of WellPoint common stock and an indeterminate amount of plan interests previously registered under the Registration Statement.
(1) | As adjusted for a 2-for-1 stock split on May 31, 2005. |
SIGNATURES
The Registrant. 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on June 28, 2006.
WELLPOINT, INC. | ||
By: | /s/ Larry C. Glasscock | |
Larry C. Glasscock | ||
Chairman, President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby authorizes each of Angela F. Braly, Kathleen S. Kiefer and Nancy L. Purcell, with full power of substitution, to execute in the name and on behalf of such person any amendment to this registration statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this registration statement as the Registrant deems appropriate, and appoints Angela F. Braly, Kathleen S. Kiefer and Nancy L. Purcell, or any of them, each with full power of substitution, attorney-in-fact to sign any amendment to this registration statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in their respective capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Larry C. Glasscock Larry C. Glasscock |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
June 28, 2006 | ||
/s/ David C. Colby David C. Colby |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
June 28, 2006 |
Signature |
Title |
Date | ||
/s/ Wayne S. DeVeydt Wayne S. DeVeydt |
Senior Vice President and Chief Accounting Officer (Chief Accounting Officer) | June 28, 2006 | ||
/s/ Lenox D. Baker, Jr., M.D.* Lenox D. Baker, Jr., M.D. |
Director | June 28, 2006 | ||
/s/ Susan B. Bayh* Susan B. Bayh |
Director | June 28, 2006 | ||
/s/ Sheila P. Burke* Sheila P. Burke |
Director | June 28, 2006 | ||
/s/ William H. T. Bush* William H. T. Bush |
Director | June 28, 2006 | ||
/s/ Julie A. Hill* Julie A. Hill |
Director | June 28, 2006 | ||
/s/ Warren Y. Jobe* Warren Y. Jobe |
Director | June 28, 2006 | ||
/s/ Victor S. Liss* Victor S. Liss |
Director | June 28, 2006 | ||
/s/ William G. Mays* William G. Mays |
Director | June 28, 2006 | ||
/s/ Ramiro G. Peru* Ramiro G. Peru |
Director | June 28, 2006 | ||
/s/ Jane G. Pisano* Jane G. Pisano |
Director | June 28, 2006 | ||
/s/ Senator Donald W. Riegle, Jr.* Senator Donald W. Riegle, Jr. |
Director | June 28, 2006 | ||
/s/ William J. Ryan* William J. Ryan |
Director | June 28, 2006 | ||
/s/ George A. Schaefer, Jr.* George A. Schaefer, Jr. |
Director | June 28, 2006 | ||
/s/ Jackie M. Ward* Jackie M. Ward |
Director | June 28, 2006 |
Signature |
Title |
Date | ||
John E. Zuccotti |
Director | June , 2006 |
*By: | /s/ Larry C. Glasscock | |
Larry C. Glasscock Attorney-in-fact |
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plans) have duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on June 28, 2006.
WELLPOINT, INC. 401(K) RETIREMENT SAVINGS PLAN (f/k/a Anthem 401(k) Long Term Savings Investment Plan), Successor by Plan Merger to the Prior WHN 401(k) Plan | ||
By: | /s/ Randy Brown | |
Randy Brown | ||
Chairman of the Pension Committee of | ||
Anthem Insurance Companies, Inc. |
INDEX TO EXHIBITS
Exhibit No. | Description of Exhibit | |
24 | Powers of Attorney (included on the Signature Page of this registration statement). |