10-K/A 1 form10ka.htm FORM 10-K/A NO. 1 Form 10-K/A No. 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _____________ to _____________
_________________________________________________

Commission File Number 001-32209

WellCare Health Plans, Inc.
(Exact Name of Registrant as Specified in Its Charter)

 
Delaware
  
47-0937650
  
 
(State or Other Jurisdiction of Incorporation Organization)
  
(I.R.S. Employer Identification No.)
  
         
 
8725 Henderson Road, Renaissance One
Tampa, Florida
  
 
33634
  
 
(Address of Principal Executive Offices)
  
(Zip Code)
  

 
(813) 290-6200
  
 
Registrant’s telephone number, including area code
  

Securities registered pursuant to Section 12(b) of the Exchange Act:

 
Common Stock, par value $0.01 per share
  
New York Stock Exchange
  
 
(Title of Class)
  
(Name of Each Exchange on which Registered)
  

Securities registered pursuant to Section 12(g) of the Exchange Act:
NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

The aggregate market value of Common Stock held by nonaffiliates of the registrant (19,289,376 shares) on June 30, 2005 was $684,965,742 (based on the closing price of $35.51 per share on June 30, 2005 as reported on the New York Stock Exchange. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

As of February 9, 2006 there were outstanding 39,499,056 shares of the registrant's Common Stock, par value $0.01 per share.

Documents Incorporated by Reference

Portions of the registrant's definitive Proxy Statement for the 2006 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.
 


 
 
 
EXPLANATORY NOTE
 
 
 
This Form 10-K/A is being filed to correct an omission from Exhibit 23.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (“2005 10-K”), which was filed with the Securities and Exchange Commission on February 14, 2006 by WellCare Health Plans, Inc. (the “Company”). In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
 
For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Exhibit 23.1 is hereby amended and restated in its entirety. No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original 2005 10-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
WELLCARE HEALTH PLANS, INC.
     
     
Date: February 16, 2006
By:
/s/ Todd S. Farha
   
Todd S. Farha
   
President and Chief Executive Officer




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EXHIBIT INDEX

 


* Filed herewith.
 
 
 
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