Delaware | 6324 | 47-0937650 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
J. Warren Gorrell, Jr., Esq. Stuart A. Barr, Esq. Hogan & Hartson L.L.P. 555 Thirteenth Street, N.W. Washington, D.C. 20004 (202) 637-5600 |
Patrick OBrien, Esq. Ropes & Gray LLP One International Place Boston, MA 02110 (617) 951-7000 |
Securities and Exchange Commission registration fee
|
$ | 30,635 | |||
NASD filing fee
|
26,528 | ||||
Printing and engraving expenses
|
175,000 | ||||
Legal fees and expenses
|
450,000 | ||||
Accounting fees and expenses
|
200,000 | ||||
Transfer agent and rights agent and registrar fees and expenses
|
6,000 | ||||
Miscellaneous
|
10,000 | ||||
Total
|
$ | 898,163 | |||
II-1
Item 15. | Recent Sales of Unregistered Securities |
Certain Sales of Securities. |
| the registrant issued an aggregate of 29,735,757 shares of common stock in exchange for 23,530,225 Class A Common Units, 2,287,037 Class B Common Units and 4,807,508 Class C Common Units of Holdings; and | |
| all outstanding options issued by Holdings were automatically converted into options to acquire shares of common stock of the registrant. |
Item 16. | Exhibits and Financial Statement Schedules |
Exhibits | Description | |||
1.1 | Form of Underwriting Agreement. | |||
2.1 ( | 1) | Agreement and Plan of Merger, dated as of February 12, 2004, between WellCare Holdings, LLC and WellCare Group, Inc. | ||
3.1 ( | 2) | Amended and Restated Certificate of Incorporation. | ||
3.2 ( | 2) | Amended and Restated Bylaws. | ||
4.1 ( | 3) | Specimen common stock certificate. | ||
5.1 | Opinion of Hogan & Hartson L.L.P. | |||
10.1 ( | 4) | Form of AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 1, 2002. | ||
10.2 ( | 4) | Amendment Nos. 1 through 7 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for Well Care HMO, Inc. | ||
10.3 ( | 4) | Amendment Nos. 1 through 9 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for HealthEase of Florida, Inc. | ||
10.4 ( | 4) | Contract, dated September 26, 2003, between Centers for Medicare & Medicaid Services and Well Care HMO, Inc. | ||
10.5 ( | 4) | Purchase Agreement, dated as of May 17, 2002, by and among WellCare Holdings, LLC, WellCare Acquisition Company, the stockholders listed on the signature page thereto, Well Care HMO, Inc., HealthEase of Florida, L.C., Comprehensive Health Management of Florida, Inc. and Comprehensive Health Management, Inc. | ||
10.6 ( | 3) | Amended and Restated Senior Subordinated Non-Negotiable Promissory Note, dated February 12, 2004. | ||
10.7 ( | 3) | Amendment and Settlement Agreement, dated February 12, 2004, among WellCare Holdings, LLC, WellCare Health Plans, Inc., Kiran C. Patel, Pallavi Patel, Pradip C. Patel, Swati Patel, Rupesh Shah and Nita Shah. | ||
10.8 ( | 4) | Equity and Warrant Agreement, dated as of July 31, 2002, among WellCare Holdings, LLC, Kiran C. Patel, M.D., Pradip C. Patel and Rupesh Shah. |
II-2
Exhibits | Description | |||
10.9 ( | 4) | Investor Rights Agreement, dated as of July 31, 2002, by and among WellCare Holdings, LLC, Kiran C. Patel, M.D., Pradip C. Patel and Rupesh Shah. | ||
10.10 | (4) | Pledge Agreement, dated as of July 31, 2002, by and between WellCare Holdings, LLC and Kiran C. Patel, as Stockholder Representative. | ||
10.11 | (4) | Merger Agreement, dated as of May 17, 2002, by and among WellCare Acquisition Company, WellCare Merger Sub, Inc. and The WellCare Management Group, Inc. | ||
10.12 | (4) | Contribution Agreement, dated as of July 31, 2002, by and between WellCare Holdings, LLC and Soros Private Equity Investors LP. | ||
10.13 | (4) | Registration Rights Agreement, dated as of September 6, 2002, by and among WellCare Holdings, LLC and certain equityholders. | ||
10.14 | (4) | WellCare Holdings, LLC 2002 Senior Executive Equity Plan. | ||
10.15 | (4) | Form of Subscription Agreement under 2002 Senior Executive Equity Plan. | ||
10.16 | (4) | WellCare Holdings, LLC 2002 Employee Option Plan. | ||
10.17 | (4) | Form of Time Vesting Option Agreement under 2002 Employee Option Plan. | ||
10.18 | (2) | Registrants 2004 Equity Incentive Plan. | ||
10.19 | (2) | Form of Non-Qualified Stock Option Agreement under Registrants 2004 Equity Incentive Plan. | ||
10.20 | (2) | Form of Incentive Stock Option Agreement under Registrants 2004 Equity Incentive Plan. | ||
10.21 | (5) | 2005 Employee Stock Purchase Plan. | ||
10.22 | (22) | Amended and Restated Employment Agreement, dated as of June 6, 2005, among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Todd S. Farha. | ||
10.23 | (3) | Amended and Restated Employment Agreement, dated as of June 28, 2004, among WellCare Acquisition Company, Comprehensive Health Management, Inc. and Heath Schiesser. | ||
10.24 | (3) | Employment Agreement, dated as of November 18, 2002, among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Thaddeus Bereday. | ||
10.25 | (3) | Employment Agreement, dated as of September 15, 2003, among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Paul Behrens. | ||
10.26 | (1) | Form of Indemnification Agreement. | ||
10.27 | (4) | Management Subscription Agreement, dated as of September 6, 2002, between WellCare Holdings, LLC and Todd S. Farha. | ||
10.28 | (4) | Agreement, dated March 25, 2003, between Comprehensive Health Management, Inc. and IntelliClaim, Inc. | ||
10.29 | (4) | Consulting Agreement, dated November 2003, between Comprehensive Health Management, Inc. and Ruben King-Shaw, Jr. | ||
10.30 | (6) | Merger Agreement, dated as of March 3, 2004, by and among WellCare Health Plans, Inc., Zephyr Acquisition Sub, Inc., Harmony Health Systems, Inc. and the stockholders and option holders listed on the signature page thereto. | ||
10.31 | (1) | Credit Agreement, dated as of May 13, 2004, by and among WellCare Holdings, LLC, WellCare Health Plans, Inc., The WellCare Management Group, Inc., Comprehensive Health Management, Inc. and Credit Suisse First Boston, as Administrative Agent. | ||
10.32 | (3) | Prepayment and Amendment Agreement, dated as at May 11, 2004, among WellCare Holdings LLC, WellCare Health Plans, Inc., Kiran C. Patel, Pallavi Patel, Pradip C. Patel, Swati Patel, Rupesh Shah and Nita Shah. | ||
10.33 | (2) | Amendment No. 1 to Management and Subscription Agreement, dated as of September 6, 2002, between WellCare Holdings, LLC and Todd S. Farha. | ||
10.34 | (2) | Amendment Nos. 8 and 9 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for Well Care HMO, Inc. | ||
10.35 | (2) | Amendment Nos. 10 and 11 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for HealthEase of Florida, Inc. | ||
10.36 | (7) | Form of AHCA 2004-2006 Medicaid Health Maintenance Organization Contract, dated July 1, 2004. | ||
10.37 | (7) | Amendment No. 1 to AHCA 2004-2006 Medicaid Health Maintenance Organization Contract, dated August 24, 2004, for Well Care HMO, Inc. |
II-3
Exhibits | Description | |||
10.38 | (7) | Amendment No. 1 to AHCA 2004-2006 Medicaid Health Maintenance Organization Contract, dated August 24, 2004, for HealthEase of Florida, Inc. | ||
10.39 | (7) | Prepayment and Settlement Allocation Agreement, dated August 31, 2004, among WellCare Health Plans, Inc., WCG Health Management, Inc., Kiran C. Patel, Pallavi Patel, Pradip C. Patel, Swati Patel, Rupesh Shah and Nita Shah. | ||
10.40 | (8) | Medical Services Contract between Florida Healthy Kids Corporation, HealthEase and WellCare HMO/Staywell Health Plan, as amended. | ||
10.41 | (8) | Contract with eligible Medicare+Choice Organization between Centers for Medicare & Medicaid Services and WellCare of Louisiana, Inc. | ||
10.42 | (8) | Contract with eligible Medicare+Choice Organization between Centers for Medicare & Medicaid Services and WellCare of New York, Inc. | ||
10.43 | (8) | Family Health Plus Contract between New York State Department of Health and WellCare of New York, Inc., as amended. | ||
10.44 | (8) | Child Health Plus Contract between New York State Department of Health and WellCare of New York, Inc., as amended. | ||
10.45 | (8) | Husky A Purchase of Service Contract between the Connecticut Department of Social Services and FirstChoice Healthplans of Connecticut, Inc., as amended. | ||
10.46 | (8) | Husky B Purchase of Service Contract between the Connecticut Department of Social Services and FirstChoice Healthplans of Connecticut, Inc., as amended. | ||
10.47 | (8) | State of Illinois Department of Public Aid Contract for Furnishing Health Services with Harmony Health Plans, Inc., as amended. | ||
10.48 | (8) | Contract between the Indiana Office of Medicaid Policy and Planning, the Office of the Childrens Health Insurance Program and Harmony Health Plans, Inc., as amended. | ||
10.49 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Orange County, New York, as amended. | ||
10.50 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Rockland County, New York, as amended. | ||
10.51 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Dutchess County, New York, as amended. | ||
10.52 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Greene County, New York, as amended. | ||
10.53 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Columbia County, New York, as amended. | ||
10.54 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Sullivan County, New York, as amended. | ||
10.55 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and New York County, New York, as amended. | ||
10.56 | (8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Ulster County, New York, as amended. | ||
10.57 | (9) | Amendment to Contract P00036 and P00042 between WellCare of Florida, Inc. and the Secretary of the Department of Health and Human Services | ||
10.58 | (9) | Contract Amendment Number 9 to Contract Number 093-MED-FCHP-1 (Husky A) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.59 | (9) | Contract Amendment Number 9 to Contract Number 093-MED-FCHP-1 (Husky B) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.60 | (9) | Contract Amendment Number 10 to Contract Number 093-MED-FCHP-1 (Husky A) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.61 | (9) | Contract Amendment Number 10 to Contract Number 093-MED-FCHP-1 (Husky B) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.62 | (10) | Underwriting Agreement, dated December 16, 2004, by and among Soros Private Equity Investors LP, certain non-management selling shareholders, certain management selling shareholders and Morgan Stanley & Co. Incorporated, SG Cowen & Co., LLC, UBS Securities, LLC and Wachovia Capital Markets, LLC. |
II-4
Exhibits | Description | |||
10.63 | (11) | Amendment to Medicaid Managed Care Model Contract between Ulster County, New York and WellCare of New Work, Inc. | ||
10.64 | (12) | Medicaid Managed Care Model Contract between WellCare of New York, Inc. and the City of New York Department of Health and Mental Hygiene. | ||
10.65 | (12) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Greene County, New York. | ||
10.66 | (12) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Rensselear County, New York. | ||
10.67 | (13) | Contract between the Indiana Office of Medicaid Policy, the Office of Childrens Health Insurance Program and Harmony Health Plan of Illinois, Inc. | ||
10.68 | (13) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Columbia County, New York. | ||
10.69 | (14) | Amendment No. 2 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc., d/b/a StayWell Health Plan of Florida. | ||
10.70 | (14) | Amendment No. 3 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc., d/b/a StayWell Health Plan of Florida. | ||
10.71 | (14) | Amendment No. 2 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc. | ||
10.72 | (14) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Dutchess County, New York. | ||
10.73 | (14) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Sullivan County, New York. | ||
10.74 | (15) | Amendment to Contract P01162 between the Secretary of the Department of Health and Human Services and WellCare Health Plans, Inc. | ||
10.75 | (16) | Amendment No. 4 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc., d/b/a StayWell Health Plan of Florida. | ||
10.76 | (16) | Amendment No. 4 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc. | ||
10.77 | (17) | Form of Restricted Stock Award Agreement under Registrants 2004 Equity Incentive Plan. | ||
10.78 | (17) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Orange County, New York. | ||
10.79 | (18) | Amendment to Medicare Managed Care Contract Pursuant to Section 1860D-31 of the Social Security Act for the Operation of a Medicare-Approved Prescription Drug Discount Card. | ||
10.80 | (18) | Amendment to Contract Number C-014386 between The State of New York and WellCare of New York, Inc. | ||
10.81 | (19) | Offer letter to Imtiaz (MT) Sattaur, dated December 5, 2003. | ||
10.82 | (19) | Offer letter to Rupesh Shah, dated July 15, 2004. | ||
10.83 | (20) | Contract (H0712/P0138) between Centers for Medicare & Medicaid Services and FirstChoice Health Plans of Connecticut, Inc. | ||
10.84 | (20) | Contract (P01354) between Centers for Medicare & Medicaid Services and Harmony Health Plan of Illinois, Inc. | ||
10.85 | (20) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Rockland County, New York. | ||
10.86 | (20) | Amendment to Contract No. C017720 between the New York State Department of Health and WellCare of New York, Inc. | ||
10.87 | (21) | Amendment to Medicare Managed Care Contract Pursuant to Section 1860D-31 of the Social Security Act for the Operation of a Medicare-Approved Prescription Drug Discount Card between the Centers for Medicare & Medicaid Services and WellCare of Louisiana, Inc. | ||
10.88 | (22) | Non-Qualified Stock Option Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha. | ||
10.89 | (22) | Restricted Stock Option Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha. |
II-5
Exhibits | Description | |||
10.90 | (22) | Performance Share Award Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha. | ||
10.91 | Contract (PO1456) between Centers for Medicare & Medicaid Services and WellCare of Georgia, Inc. | |||
21.1 | List of subsidiaries. | |||
23.1 | Consent of Deloitte & Touche LLP. | |||
23.2 | Consent of Hogan & Hartson L.L.P. (Included in Exhibit 5.1). | |||
24.1 | Power of Attorney (included in the signature page to the Registration Statement filed with the Securities and Exchange Commission on June 9, 2005 (No. 333-125680)). |
| Previously filed. | |
(1) | Incorporated by reference to an exhibit to the Registrants Amendment No. 2 to the Registration Statement on Form S-1 filed by the Registrant on June 8, 2004 (No. 333-112829). | |
(2) | Incorporated by reference to an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. | |
(3) | Incorporated by reference to an exhibit to the Registrants Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant on June 29, 2004 (No. 333-112829). | |
(4) | Incorporated by reference to an exhibit to the Registrants Registration Statement on Form S-1 filed by the Registrant on February 13, 2004 (No. 333-112829). | |
(5) | Incorporated by reference to an exhibit to the Registrants Registration Statement on Form S-8 filed by the Registrant on November 5, 2004 (No. 333-120257). | |
(6) | Incorporated by reference to an exhibit to the Registrants Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant on May 13, 2004 (No. 333-112829). | |
(7) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on September 7, 2004. | |
(8) | Incorporated by reference to an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. | |
(9) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on December 6, 2004. |
(10) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on December 20, 2004. | |
(11) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on January 3, 2005. | |
(12) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on January 7, 2005. | |
(13) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on January 20, 2005. | |
(14) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on February 3, 2005. | |
(15) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 1, 2005. | |
(16) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 7, 2005. | |
(17) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 17, 2005. | |
(18) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 29, 2005. | |
(19) | Incorporated by reference to an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. | |
(20) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on April 7, 2005. | |
(21) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on May 11, 2005. | |
(22) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on June 9, 2005. |
Schedule II Valuation and Qualifying Accounts and Reserves |
Item 17. | Undertakings. |
II-6
(1) that for purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective; and | |
(2) that for the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
II-7
Wellcare Health Plans, Inc. |
By: | /s/ Todd S. Farha |
|
|
Todd S. Farha | |
Chief Executive Officer |
Signature | Title | Date | ||||
/s/ Todd S. Farha |
President, Chief Executive Officer and Director (Principal Executive Officer) | June 28, 2005 | ||||
/s/ Paul L. Behrens |
Chief Financial Officer (Principal Financial and Accounting Officer) | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
* |
Director | June 28, 2005 | ||||
*By: |
/s/ Thaddeus Bereday Attorney-in-Fact |
II-8
Balance at | ||||||||||||||||||
Beginning of | Charged to | Balance at | ||||||||||||||||
Period | Costs and Expenses | Deductions | End of Period | |||||||||||||||
(in thousands) | ||||||||||||||||||
Year Ended December 31, 2004
|
||||||||||||||||||
Deducted from assets:
|
||||||||||||||||||
Allowance for uncollectible accounts; Medical Advances
|
$ | 4,827 | $ | 1,858 | $ | 663 | $ | 6,022 | ||||||||||
Year Ended December 31, 2003
|
||||||||||||||||||
Deducted from assets:
|
||||||||||||||||||
Allowance for uncollectible accounts; Medical Advances
|
580 | 4,479 | 232 | 4,827 | ||||||||||||||
Year Ended December 31, 2002
|
||||||||||||||||||
Deducted from assets:
|
||||||||||||||||||
Allowance for uncollectible accounts; Medical Advances
|
| 580 | | 580 |
S-1
Exhibits | Description | |||
1.1 | Form of Underwriting Agreement. | |||
2.1(1) | Agreement and Plan of Merger, dated as of February 12, 2004, between WellCare Holdings, LLC and WellCare Group, Inc. | |||
3.1(2) | Amended and Restated Certificate of Incorporation. | |||
3.2(2) | Amended and Restated Bylaws. | |||
4.1(3) | Specimen common stock certificate. | |||
5.1 | Opinion of Hogan & Hartson L.L.P. | |||
10.1 (4 | ) | Form of AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 1, 2002. | ||
10.2 (4 | ) | Amendment Nos. 1 through 7 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for Well Care HMO, Inc. | ||
10.3 (4 | ) | Amendment Nos. 1 through 9 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for HealthEase of Florida, Inc. | ||
10.4 (4 | ) | Contract, dated September 26, 2003, between Centers for Medicare & Medicaid Services and Well Care HMO, Inc. | ||
10.5 (4 | ) | Purchase Agreement, dated as of May 17, 2002, by and among WellCare Holdings, LLC, WellCare Acquisition Company, the stockholders listed on the signature page thereto, Well Care HMO, Inc., HealthEase of Florida, L.C., Comprehensive Health Management of Florida, Inc. and Comprehensive Health Management, Inc. | ||
10.6 (3 | ) | Amended and Restated Senior Subordinated Non-Negotiable Promissory Note, dated February 12, 2004. | ||
10.7 (3 | ) | Amendment and Settlement Agreement, dated February 12, 2004, among WellCare Holdings, LLC, WellCare Health Plans, Inc., Kiran C. Patel, Pallavi Patel, Pradip C. Patel, Swati Patel, Rupesh Shah and Nita Shah. | ||
10.8 (4 | ) | Equity and Warrant Agreement, dated as of July 31, 2002, among WellCare Holdings, LLC, Kiran C. Patel, M.D., Pradip C. Patel and Rupesh Shah. | ||
10.9 (4 | ) | Investor Rights Agreement, dated as of July 31, 2002, by and among WellCare Holdings, LLC, Kiran C. Patel, M.D., Pradip C. Patel and Rupesh Shah. | ||
10.10 ( | 4) | Pledge Agreement, dated as of July 31, 2002, by and between WellCare Holdings, LLC and Kiran C. Patel, as Stockholder Representative. | ||
10.11 ( | 4) | Merger Agreement, dated as of May 17, 2002, by and among WellCare Acquisition Company, WellCare Merger Sub, Inc. and The WellCare Management Group, Inc. | ||
10.12 ( | 4) | Contribution Agreement, dated as of July 31, 2002, by and between WellCare Holdings, LLC and Soros Private Equity Investors LP. | ||
10.13 ( | 4) | Registration Rights Agreement, dated as of September 6, 2002, by and among WellCare Holdings, LLC and certain equityholders. | ||
10.14 ( | 4) | WellCare Holdings, LLC 2002 Senior Executive Equity Plan. | ||
10.15 ( | 4) | Form of Subscription Agreement under 2002 Senior Executive Equity Plan. | ||
10.16 ( | 4) | WellCare Holdings, LLC 2002 Employee Option Plan. | ||
10.17 ( | 4) | Form of Time Vesting Option Agreement under 2002 Employee Option Plan. | ||
10.18 ( | 2) | Registrants 2004 Equity Incentive Plan. | ||
10.19 ( | 2) | Form of Non-Qualified Stock Option Agreement under Registrants 2004 Equity Incentive Plan. | ||
10.20 ( | 2) | Form of Incentive Stock Option Agreement under Registrants 2004 Equity Incentive Plan. | ||
10.21 ( | 5) | 2005 Employee Stock Purchase Plan. | ||
10.22 ( | 22) | Amended and Restated Employment Agreement, dated as of June 6, 2005, among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Todd S. Farha. | ||
10.23 ( | 3) | Amended and Restated Employment Agreement, dated as of June 28, 2004, among WellCare Acquisition Company, Comprehensive Health Management, Inc. and Heath Schiesser. | ||
10.24 ( | 3) | Employment Agreement, dated as of November 18, 2002, among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Thaddeus Bereday. | ||
10.25 ( | 3) | Employment Agreement, dated as of September 15, 2003, among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Paul Behrens. |
Exhibits | Description | |||
10.26 ( | 1) | Form of Indemnification Agreement. | ||
10.27 ( | 4) | Management Subscription Agreement, dated as of September 6, 2002, between WellCare Holdings, LLC and Todd S. Farha. | ||
10.28 ( | 4) | Agreement, dated March 25, 2003, between Comprehensive Health Management, Inc. and IntelliClaim, Inc. | ||
10.29 ( | 4) | Consulting Agreement, dated November 2003, between Comprehensive Health Management, Inc. and Ruben King-Shaw, Jr. | ||
10.30 ( | 6) | Merger Agreement, dated as of March 3, 2004, by and among WellCare Health Plans, Inc., Zephyr Acquisition Sub, Inc., Harmony Health Systems, Inc. and the stockholders and option holders listed on the signature page thereto. | ||
10.31 ( | 1) | Credit Agreement, dated as of May 13, 2004, by and among WellCare Holdings, LLC, WellCare Health Plans, Inc., The WellCare Management Group, Inc., Comprehensive Health Management, Inc. and Credit Suisse First Boston, as Administrative Agent. | ||
10.32 ( | 3) | Prepayment and Amendment Agreement, dated as at May 11, 2004, among WellCare Holdings LLC, WellCare Health Plans, Inc., Kiran C. Patel, Pallavi Patel, Pradip C. Patel, Swati Patel, Rupesh Shah and Nita Shah. | ||
10.33 ( | 2) | Amendment No. 1 to Management and Subscription Agreement, dated as of September 6, 2002, between WellCare Holdings, LLC and Todd S. Farha. | ||
10.34 ( | 2) | Amendment Nos. 8 and 9 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for Well Care HMO, Inc. | ||
10.35 ( | 2) | Amendment Nos. 10 and 11 to AHCA 2002-2004 Medicaid Health Maintenance Organization Contract, dated July 2002, for HealthEase of Florida, Inc. | ||
10.36 ( | 7) | Form of AHCA 2004-2006 Medicaid Health Maintenance Organization Contract, dated July 1, 2004. | ||
10.37 ( | 7) | Amendment No. 1 to AHCA 2004-2006 Medicaid Health Maintenance Organization Contract, dated August 24, 2004, for Well Care HMO, Inc. | ||
10.38 ( | 7) | Amendment No. 1 to AHCA 2004-2006 Medicaid Health Maintenance Organization Contract, dated August 24, 2004, for HealthEase of Florida, Inc. | ||
10.39 ( | 7) | Prepayment and Settlement Allocation Agreement, dated August 31, 2004, among WellCare Health Plans, Inc., WCG Health Management, Inc., Kiran C. Patel, Pallavi Patel, Pradip C. Patel, Swati Patel, Rupesh Shah and Nita Shah. | ||
10.40 ( | 8) | Medical Services Contract between Florida Healthy Kids Corporation, HealthEase and WellCare HMO/Staywell Health Plan, as amended. | ||
10.41 ( | 8) | Contract with eligible Medicare+Choice Organization between Centers for Medicare & Medicaid Services and WellCare of Louisiana, Inc. | ||
10.42 ( | 8) | Contract with eligible Medicare+Choice Organization between Centers for Medicare & Medicaid Services and WellCare of New York, Inc. | ||
10.43 ( | 8) | Family Health Plus Contract between New York State Department of Health and WellCare of New York, Inc., as amended. | ||
10.44 ( | 8) | Child Health Plus Contract between New York State Department of Health and WellCare of New York, Inc., as amended. | ||
10.45 ( | 8) | Husky A Purchase of Service Contract between the Connecticut Department of Social Services and FirstChoice Healthplans of Connecticut, Inc., as amended. | ||
10.46 ( | 8) | Husky B Purchase of Service Contract between the Connecticut Department of Social Services and FirstChoice Healthplans of Connecticut, Inc., as amended. | ||
10.47 ( | 8) | State of Illinois Department of Public Aid Contract for Furnishing Health Services with Harmony Health Plans, Inc., as amended. | ||
10.48 ( | 8) | Contract between the Indiana Office of Medicaid Policy and Planning, the Office of the Childrens Health Insurance Program and Harmony Health Plans, Inc., as amended. | ||
10.49 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Orange County, New York, as amended. | ||
10.50 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Rockland County, New York, as amended. | ||
10.51 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Dutchess County, New York, as amended. |
Exhibits | Description | |||
10.52 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Greene County, New York, as amended. | ||
10.53 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Columbia County, New York, as amended. | ||
10.54 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Sullivan County, New York, as amended. | ||
10.55 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and New York County, New York, as amended. | ||
10.56 ( | 8) | Medicaid Managed Care Contract between WellCare of New York, Inc. and Ulster County, New York, as amended. | ||
10.57 ( | 9) | Amendment to Contract P00036 and P00042 between WellCare of Florida, Inc. and the Secretary of the Department of Health and Human Services | ||
10.58 ( | 9) | Contract Amendment Number 9 to Contract Number 093-MED-FCHP-1 (Husky A) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.59 ( | 9) | Contract Amendment Number 9 to Contract Number 093-MED-FCHP-1 (Husky B) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.60 ( | 9) | Contract Amendment Number 10 to Contract Number 093-MED-FCHP-1 (Husky A) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.61 ( | 9) | Contract Amendment Number 10 to Contract Number 093-MED-FCHP-1 (Husky B) by and between the Department of Social Services and FirstChoice HealthPlans of Connecticut, Inc. | ||
10.62 ( | 10) | Underwriting Agreement, dated December 16, 2004, by and among Soros Private Equity Investors LP, certain non-management selling shareholders, certain management selling shareholders and Morgan Stanley & Co. Incorporated, SG Cowen & Co., LLC, UBS Securities, LLC and Wachovia Capital Markets, LLC. | ||
10.63 ( | 11) | Amendment to Medicaid Managed Care Model Contract between Ulster County, New York and WellCare of New Work, Inc. | ||
10.64 ( | 12) | Medicaid Managed Care Model Contract between WellCare of New York, Inc. and the City of New York Department of Health and Mental Hygiene. | ||
10.65 ( | 12) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Greene County, New York. | ||
10.66 ( | 12) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Rensselear County, New York. | ||
10.67 ( | 13) | Contract between the Indiana Office of Medicaid Policy, the Office of Childrens Health Insurance Program and Harmony Health Plan of Illinois, Inc. | ||
10.68 ( | 13) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Columbia County, New York. | ||
10.69 ( | 14) | Amendment No. 2 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc., d/b/a StayWell Health Plan of Florida. | ||
10.70 ( | 14) | Amendment No. 3 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc., d/b/a StayWell Health Plan of Florida. | ||
10.71 ( | 14) | Amendment No. 2 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc. | ||
10.72 ( | 14) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Dutchess County, New York. | ||
10.73 ( | 14) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Sullivan County, New York. | ||
10.74 ( | 15) | Amendment to Contract P01162 between the Secretary of the Department of Health and Human Services and WellCare Health Plans, Inc. | ||
10.75 ( | 16) | Amendment No. 4 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc., d/b/a StayWell Health Plan of Florida. | ||
10.76 ( | 16) | Amendment No. 4 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc. | ||
10.77 ( | 17) | Form of Restricted Stock Award Agreement under Registrants 2004 Equity Incentive Plan. | ||
10.78 ( | 17) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Orange County, New York. |
Exhibits | Description | |||
10.79 ( | 18) | Amendment to Medicare Managed Care Contract Pursuant to Section 1860D-31 of the Social Security Act for the Operation of a Medicare-Approved Prescription Drug Discount Card. | ||
10.80 ( | 18) | Amendment to Contract Number C-014386 between The State of New York and WellCare of New York, Inc. | ||
10.81 ( | 19) | Offer letter to Imtiaz (MT) Sattaur, dated December 5, 2003. | ||
10.82 ( | 19) | Offer letter to Rupesh Shah, dated July 15, 2004. | ||
10.83 ( | 20) | Contract (H0712/P0138) between Centers for Medicare & Medicaid Services and FirstChoice Health Plans of Connecticut, Inc. | ||
10.84 ( | 20) | Contract (P01354) between Centers for Medicare & Medicaid Services and Harmony Health Plan of Illinois, Inc. | ||
10.85 ( | 20) | Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Rockland County, New York. | ||
10.86 ( | 20) | Amendment to Contract No. C017720 between the New York State Department of Health and WellCare of New York, Inc. | ||
10.87 ( | 21) | Amendment to Medicare Managed Care Contract Pursuant to Section 1860D-31 of the Social Security Act for the Operation of a Medicare-Approved Prescription Drug Discount Card between the Centers for Medicare & Medicaid Services and WellCare of Louisiana, Inc. | ||
10.88 ( | 22) | Non-Qualified Stock Option Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha. | ||
10.89 ( | 22) | Restricted Stock Option Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha. | ||
10.90 ( | 22) | Performance Share Award Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha. | ||
10.91 | Contract (P01456) between Centers for Medicare & Medicaid Services and WellCare of Georgia, Inc. | |||
21.1 | List of subsidiaries. | |||
23.1 | Consent of Deloitte & Touche LLP. | |||
23.2 | Consent of Hogan & Hartson L.L.P. (Included in Exhibit 5.1). | |||
24.1 | Power of Attorney (included in the signature page to the Registration Statement filed with the Securities and Exchange Commission on June 9, 2005 (No. 333-125680)). |
| Previously filed. | |
(1) | Incorporated by reference to an exhibit to the Registrants Amendment No. 2 to the Registration Statement on Form S-1 filed by the Registrant on June 8, 2004 (No. 333-112829). | |
(2) | Incorporated by reference to an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. | |
(3) | Incorporated by reference to an exhibit to the Registrants Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant on June 29, 2004 (No. 333-112829). | |
(4) | Incorporated by reference to an exhibit to the Registrants Registration Statement on Form S-1 filed by the Registrant on February 13, 2004 (No. 333-112829). | |
(5) | Incorporated by reference to an exhibit to the Registrants Registration Statement on Form S-8 filed by the Registrant on November 5, 2004 (No. 333-120257). | |
(6) | Incorporated by reference to an exhibit to the Registrants Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant on May 13, 2004 (No. 333-112829). | |
(7) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on September 7, 2004. | |
(8) | Incorporated by reference to an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. | |
(9) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on December 6, 2004. |
(10) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on December 20, 2004. | |
(11) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on January 3, 2005. | |
(12) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on January 7, 2005. | |
(13) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on January 20, 2005. | |
(14) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on February 3, 2005. | |
(15) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 1, 2005. | |
(16) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 7, 2005. | |
(17) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 17, 2005. | |
(18) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on March 29, 2005. | |
(19) | Incorporated by reference to an exhibit to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. | |
(20) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on April 7, 2005. | |
(21) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on May 11, 2005. | |
(22) | Incorporated by reference to an exhibit to the Registrants Current Report on Form 8-K filed by the Registrant on June 9, 2005. |