Registration Nos. 33-74780, 33-90976, 333-24621, 333-35193, 333-48969, 333-68387,
333-99337,
333-118646, 333-118647, 333-124900, 333-132008, 333-134014,
333-162122, 333-176241, 333-200940, and 333-206415
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-74780
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-90976
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-24621
Post-Effective Amendment No. 4 to Form S–8 Registration Statement No. 333-35193
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-48969
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-68387
Post-Effective Amendment No. 4 to Form S–8 Registration Statement No. 333-99337
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-118646
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-118647
Post-Effective Amendment No. 2 to Form S–8 Registration Statement No. 333-124900
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-132008
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-134014
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-162122
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-176241
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-200940
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-206415
UNDER
THE
SECURITIES ACT OF 1933
HEALTH NET, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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95-4288333
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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21650 Oxnard Street,
Woodland Hills, California 91367
(Address of principal executive offices, including zip code)
Health Systems International, Inc. Amended and Restated 1989 Stock Option Plan
Health Systems International, Inc. Amended and Restated 1991 Stock Option Plan
Health Systems International, Inc. Amended and Restated Non-Employee Director Stock Option Plan
Health Systems International, Inc. Employee Stock Purchase Plan
Health Systems International, Inc. Second Amended and Restated 1991 Stock Option Plan
Foundation Health Corporation Employee Stock Purchase Plan
Foundation Health Corporation Profit Sharing and 401(k) Plan (Amended and Restated Effective January 1, 1994)
1990 Stock Option Plan of Foundation Health Corporation
1992 Nonstatutory Stock Option Plan of Foundation Health Corporation
1989 Stock Plan of Business Insurance Corporation
Managed Health Network, Inc. Incentive Stock Option Plan
Managed Health Network, Inc. Amended and Restated 1991 Stock Option Plan
1993 Nonstatutory Stock Option Plan of Foundation Health Corporation (Amended and Restated Effective September 7, 1995)
Foundation Health Systems, Inc. Employee Stock Purchase Plan
Foundation Health Systems, Inc. 1997 Stock Option Plan
Foundation Health Systems, Inc. Third Amended and Restated Non-Employee Director Stock Option Plan
Foundation Health Systems, Inc. 401(k) Associate Savings Plan
Foundation Health Systems, Inc. 1998 Stock Option Plan
Health Net, Inc. 2002 Stock Option Plan
Foundation Health Systems, Inc. Amended and Restated 1998 Stock Option Plan
Health Net, Inc. 401 (k) Savings Plan (formerly the Foundation Health Systems, Inc. 401(k) Associate Savings Plan)
Health Net, Inc. 2005 Long-Term Incentive Plan
Health Net, Inc. 2005 Long-Term Incentive Plan
Health Net, Inc. 2006 Long-Term Incentive Plan
Health Net, Inc. 2006 Long-Term Incentive Plan, As Amended
Health Net, Inc. 401(k) Savings Plan
Health Net, Inc. 2006 Long-Term Incentive Plan, As Amended
Health Net, Inc. Amended and Restated 2006 Long-Term Incentive Plan
(Full titles of the plans)
Keith H.
Williamson
Secretary
Health Net, Inc.
c/o
Centene Corporation
7700 Forsyth Boulevard
St. Louis, Missouri 63105
United States
(314)
725-4477
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Jeremy D.
London, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(202) 371-7000
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Health Net, Inc., a Delaware corporation (the
“Company”), remove from registration all shares of common stock, par value $0.001 per share, of the Company (the “Shares”) and rights to purchase Series A Junior Participating Preferred Stock attached thereto (the
“Rights”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the
registration of the Shares offered under certain employee benefit and equity plans and agreements.
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Registration
No.
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Date Filed
with the
SEC
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Name of Equity Plan(s) or Agreement(s)
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Shares
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33-74780
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2/2/1994
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Health Systems International, Inc. Amended and Restated 1989 Stock Option Plan
Health Systems International, Inc. Amended and Restated 1991 Stock Option Plan
Health Systems International, Inc. Amended and Restated Non-Employee Director Stock Option Plan
Health Systems International, Inc. Employee Stock Purchase Plan
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4,597,282
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33-90976
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4/6/1995
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Health Systems International, Inc. Second Amended and Restated 1991 Stock Option Plan
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3,000,000
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333-24621
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4/4/1997
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Foundation Health Corporation Employee Stock Purchase Plan
Foundation Health Corporation Profit Sharing and 401(k) Plan (Amended and Restated Effective January 1, 1994)
1990 Stock Option Plan of Foundation Health Corporation
1992
Nonstatutory Stock Option Plan of Foundation Health Corporation
1989 Stock Plan of Business Insurance Corporation
Managed Health Network, Inc. Incentive Stock Option Plan
Managed
Health Network, Inc. Amended and Restated 1991 Stock Option Plan
1993 Nonstatutory Stock Option Plan of Foundation Health Corporation (Amended and Restated
Effective September 7, 1995)
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4,762,006
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333-35193
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8/29/1997
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Foundation Health Systems, Inc. Employee Stock Purchase Plan
Foundation Health Systems, Inc. 1997 Stock Option Plan
Foundation
Health Systems, Inc. Third Amended and Restated Non-Employee Director Stock Option Plan
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11,500,000
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333-48969
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3/31/1998
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Foundation Health Systems, Inc. 401(k) Associate Savings Plan
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300,000
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333-68387
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12/4/1998
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Foundation Health Systems, Inc. 1998 Stock Option Plan
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5,000,000
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333-99337
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9/9/2002
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Health Net, Inc. 2002 Stock Option Plan
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5,000,000
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333-118646
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8/30/2004
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Foundation Health Systems, Inc. Amended and Restated 1998 Stock Option Plan
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3,256,243
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333-118647
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8/30/2004
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Health Net, Inc. 401 (k) Savings Plan (formerly the Foundation Health Systems, Inc. 401(k) Associate Savings Plan)
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500,000
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333-124900
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5/13/2005
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Health Net, Inc. 2005 Long-Term Incentive Plan
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1,982,828
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333-132008
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2/23/2006
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Health Net, Inc. 2005 Long-Term Incentive Plan
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702,291
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333-134014
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5/11/2006
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Health Net, Inc. 2006 Long-Term Incentive Plan
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6,750,000
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333-162122
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9/25/2009
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Health Net, Inc. 2006 Long-Term Incentive Plan, As Amended
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7,000,000
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333-176241
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8/11/2011
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Health Net, Inc. 401(k) Savings Plan
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500,000
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333-200940
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12/12/2014
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Health Net, Inc. 2006 Long-Term Incentive Plan, As Amended
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2,085,511
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333-206415
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8/14/2015
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Health Net, Inc. Amended and Restated 2006 Long-Term Incentive Plan
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4,300,000
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On July 2, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Centene Corporation, a Delaware corporation (“Parent”), Chopin Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub I”), and Chopin Merger Sub II, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), wherein (i) Merger Sub I merged with and into the Company, with the Company continuing
as the surviving corporation (the “First Merger”), and (ii) immediately following the consummation of the First Merger, the Company merged with and into Merger Sub II, with Merger Sub II continuing as the surviving corporation (the
“Second Merger” and, together with the First Merger, the “Mergers”). As a result of the Mergers, the Company became a direct wholly owned subsidiary of Parent. The Mergers became effective on March 24, 2016, pursuant to the
Certificates of Merger that were filed with the Secretary of State of the State of Delaware.
In connection with the Mergers and other
transactions contemplated by the Merger Agreement, the Company is terminating all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In
accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares or Rights which remain unsold at the termination of the offering, the Company hereby
removes and withdraws from registration all securities of the Company registered under the Registration Statements that remain unsold as of the date hereof.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing the Post-Effective Amendments to the Registration Statements on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on March 24, 2016.
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HEALTH NET, INC.
(REGISTRANT)
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By:
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/s/ Keith H. Williamson
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Keith H. Williamson
Secretary
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Health Net (NYSE:HNT)
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