Post Effective Amendment #1 to the Form S-8

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 WellPoint’s 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).