Centene Corp - Current report filing (8-K)
July 15 2008 - 4:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
Current
Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): July 14, 2008
CENTENE
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-31826
(Commission file
number)
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42-1406317
(IRS
Employer Identification No.)
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7711 Carondelet Avenue, St.
Louis, Missouri 63105
(Address of principal executive
office and zip code)
Registrant’s telephone number,
including area code: (314) 725-4477
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e)
On July
14, 2008, we amended our current executive employment agreement with Michael F.
Neidorff, our chairman, president and chief executive officer (“Employment
Agreement”) and our form of executive severance and change in control agreement
(“Severance Agreement”), which we currently have in place with approximately 70
of our officers, including all of our named executive officers other than Mr.
Neidorff. The amendments, which allow the Company to
attract and retain employees, provide that the non-competition and
non-solicitation provisions contained in these agreements, and those in any
equity awards held by these officers, will not apply in the event of a change in
control as described in the first or third bullets below unless the transaction
receives the prior approval, recommendation or consent of the board of
directors, and will also not apply in the event of a change in control as
described in the second bullet below.
Generally, a
change in control is deemed to occur under the Employment Agreement and
Severance Agreements:
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if
any individual, entity or group (other than a group which includes the
executive) acquires 40% or more of the voting power of our outstanding
securities;
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·
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if
directors constituting a majority of the incumbent board of directors are
replaced. For these purposes, the incumbent board of directors
means the directors who were serving as of the effective date of the
applicable agreement and any individual who becomes a director subsequent
to such date whose election or nomination for election was approved by a
majority of such directors, other than in connection with a proxy contest;
or
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·
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upon
the consummation of a merger or consolidation of the Company with another
person, other than a merger or consolidation where the individuals and
entities who were beneficial owners, respectively, of our outstanding
voting securities immediately prior to such merger or consolidation own
50% or more of the then-outstanding shares of the combined voting power of
the then-outstanding voting securities of the corporation resulting from
such merger or consolidation.
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A description
of the severance benefits for which each of the named executive officers is
eligible upon termination in the event of a change in control can be found under
the section “Compensation Discussion and Analysis—Employment Contracts,
Termination of Employment Arrangements, and Change in Control Arrangements” in
our definitive proxy statement for the 2008 Annual Meeting of Stockholders which
was filed with the SEC on March 10, 2008 and is hereby incorporated by
reference. One of the severance benefits in the Employment Agreement (an
amount equal to three times base salary plus maximum bonus opportunity) and
Severance Agreements (an amount equal to two times base salary plus the average
cash bonus for the past two years) remains contingent upon the officers
compliance with the non-competition and non-solicitation provisions in the
Employment Agreement or Severance Agreement, as amended as described
above.
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CENTENE
CORPORATION
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Date:
July 15, 2008
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By:
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/s/ Eric R. Slusser
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Eric
R. Slusser
Executive Vice President & Chief Financial
Officer
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