As filed with the Securities and Exchange Commission on
October 3, 2022
Registration Statement
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UnitedHealth Group Incorporated
(Exact name of registrant as specified in its charter)
|
Delaware |
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41-1321939 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota
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55343 |
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(Address of Principal Executive Offices) |
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(Zip
Code) |
Change
Healthcare Inc. 2019 Omnibus Incentive Plan
Amended and Restated HCIT Holdings, Inc. 2009 Equity
Incentive Plan
(Full
title of the plan)
Rupert M. Bondy
Executive Vice President and Chief Legal Officer
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(Name
and address of agent for service)
(952) 936-1300
(Telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and emerging growth company in
Rule 12b-2 of the Exchange Act.
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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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Emerging growth company |
¨ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration
Statement”) relates to shares of common stock of UnitedHealth Group
Incorporated, a Delaware corporation (the “Company”), par value
$0.01 per share (“Company Common Stock”) issuable in respect of
certain outstanding and unvested equity awards in respect of shares
of common stock of Change Healthcare Inc., a Delaware corporation
(“Change”), par value $0.001 per share (“Change Common Stock”),
granted by Change and held by employees of Change and its
affiliates, which were assumed by the Company and converted into
equity awards in respect of shares of Company Common Stock in
connection with the Company’s acquisition of Change, as described
below. These equity awards were granted pursuant to the Change
Healthcare Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”) and
the Amended and Restated HCIT Holdings, Inc. 2009 Equity
Incentive Plan (the “2009 Plan,” together with the 2019 Plan, the
“Legacy Change Plans”).
Such shares represent the maximum number of shares of Company
Common Stock issuable upon the vesting, settlement or exercise of
the equity awards under the Legacy Change Plans, subject to
appropriate adjustments thereto.
The Merger
Pursuant to the Agreement and Plan of Merger, dated as of
January 5, 2021 (the “Merger Agreement”), by and among the
Company, Change and Cambridge Merger Sub Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Merger
Sub”), effective as of October 3, 2022, Merger Sub merged with
and into Change (the “Merger”), with Change surviving the Merger as
a wholly owned subsidiary of the Company.
Conversion
of Certain Change Equity Awards in Connection with
the Merger
At the effective time of the Merger (the “Effective Time”), each
outstanding option to purchase shares of Change Common Stock under
the Legacy Change Plans (each, a “Change Option”), whether vested
or unvested immediately prior to the Effective Time, was converted
into an option to purchase a number of shares of Company Common
Stock equal to the product (rounded down to the nearest whole
number) of the total number of shares of Change Common Stock
subject to such Change Option immediately prior to the Effective
Time times the Equity Award Exchange Ratio (as defined in
the Merger Agreement) at an exercise price per share (rounded up to
the nearest whole cent) equal to the exercise price per share of
Change Common Stock subject to such Change Option immediately prior
to the Effective Time divided by the Equity Award Exchange
Ratio.
At the Effective Time, each outstanding restricted stock unit award
granted under the Legacy Change Plans (each, a “Change RSU”),
whether vested or unvested immediately prior to the Effective Time,
was converted into a restricted stock unit award denominated in
shares of Company Common Stock (each, a “Company RSU”). The number
of shares of Company Common Stock subject to such Company RSU is
equal to the product (rounded down to the nearest whole number) of
the total number of shares of Change Common Stock subject to such
Change RSU immediately prior to the Effective Time times the
Equity Award Exchange Ratio.
At the Effective Time, each outstanding performance share unit
award granted under the Legacy Change Plans (each, a “Change PSU”),
whether vested or unvested immediately prior to the Effective Time,
was converted into a Company RSU. The number of shares of Company
Common Stock subject to each such Company RSU is equal to the
product (rounded down to the nearest whole number) of the total
number of shares of Change Common Stock subject to such Change PSU
immediately prior to the Effective Time (based on target
performance) times the Equity Award Exchange Ratio.
At the Effective Time, each outstanding stock appreciation right
granted under the Legacy Change Plans (each, a “Change SAR”),
whether vested or unvested immediately prior to the Effective Time,
was converted into a stock appreciation right denominated in a
number of shares of Company Common Stock equal to the product
(rounded down to the nearest whole number) of the total number of
shares of Change Common Stock subject to such Change SAR
immediately prior to the Effective Time times the Equity
Award Exchange Ratio, at an exercise price per share (rounded up to
the nearest whole cent) equal to (i) the strike price per
share of the Change Common Stock subject to such Change SAR
immediately prior to the Effective Time divided by
(ii) the Equity Award Exchange Ratio.
In addition, at the Effective Time, each outstanding deferred stock
unit award granted under the Legacy Change Plans (each, a “Change
DSU”), whether vested or unvested immediately prior to the
Effective Time, was converted into a deferred stock unit award
denominated in shares of Company Common Stock equal to the product
(rounded down to the nearest whole number) of the total number of
shares of Change Common Stock subject to such Change DSU
immediately prior to the Effective Time times the Equity
Award Exchange Ratio.
Change equity-based awards converted into equity-based awards
denominated in Company Common Stock at the Effective Time are
generally subject to the same terms and conditions as applied to
such awards prior to the Effective Time, except to the extent such
terms and conditions were rendered inoperative by the Merger or
with respect to such other changes that are necessary for the
administration of the awards and that are not materially
detrimental to the holder of the award.
PART I.
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in this
Part I of Form S-8 will be sent or given to participants
in the Legacy Change Plans as specified by
Rule 428(b)(1) under the Securities Act of 1933, as
amended (the “Securities Act”). Such documents need not be filed
with the Securities and Exchange Commission (the “SEC”) either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the
Securities Act. These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company incorporates by reference herein the following
documents filed by it with the SEC under Commission File Number
1-10864 pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), other than any portion of such documents or
information therein deemed to have been furnished and not filed in
accordance with SEC rules:
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(b) |
the Company’s Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2022, as filed with the SEC
on May 4, 2022, and
June 30, 2022, as filed with the SEC on August 3, 2022; |
In addition, the Company incorporates by reference all documents
filed by it pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act (other than, in each case, documents or
information therein deemed to have been furnished and not filed in
accordance with SEC rules, unless specifically incorporated by
reference in this Registration Statement) subsequent to the date
hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold. All such
incorporated documents shall be deemed to be a part of this
Registration Statement from the dates of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference into this Registration Statement shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in
this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated into this
Registration Statement modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Faraz A. Choudhry, who has given an opinion of counsel with respect
to the securities to which this Registration Statement relates, is
an employee and officer (Deputy General Counsel and Assistant
Corporate Secretary) of the Company. Mr. Choudhry owns Company
securities and participates in various employee benefit plans of
the Company, but is not eligible to participate in either of the
Legacy Change Plans.
Item 6. Indemnification of Directors and Officers.
Delaware
General Corporation Law. As a Delaware corporation, the
Company is subject to the provisions of the General Corporation Law
of the State of Delaware (the “Delaware General Corporation
Law”).
Section 145(a) of the Delaware General Corporation Law
provides that a corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the corporation), by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that the person’s
conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law
states that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually
and reasonably incurred by the person in connection with the
defense or settlement of such action or suit if the person acted in
good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which the person shall have been adjudged to
be liable to the corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity
for such expenses as the Delaware Court of Chancery or such other
court shall deem proper.
Section 145(c) of the Delaware General Corporation Law
provides that, to the extent that a present or former director or
officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b) of Section 145, or in
defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys’ fees) actually
and reasonably incurred by such person in connection therewith.
Section 145(d) of the Delaware General Corporation Law
states that any indemnification under subsections (a) and
(b) of Section 145 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of Section 145.
Such determination shall be made with respect to a person who is a
director or officer at the time of such determination (1) by a
majority vote of the directors who are not parties to such action,
suit or proceeding, even though less than a quorum, (2) by a
committee of such directors designated by majority vote of such
directors, even though less than a quorum, (3) if there are no
such directors, or if such directors so direct, by independent
legal counsel in a written opinion or (4) by the
shareholders.
Section 145(f) of the Delaware General Corporation Law
states that the indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such
person’s official capacity and as to action in another capacity
while holding such office.
Section 145(g) of the Delaware General Corporation Law
provides that a corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by such person in any
such capacity or arising out of such person’s status as such,
whether or not the corporation would have the power to indemnify
such person against such liability under the provisions of
Section 145.
Section 145(j) of the Delaware General Corporation Law
states that the indemnification and advancement of expenses
provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Certificate
of Incorporation. The Company’s Certificate of
Incorporation provides that, to the fullest extent permissible
under the Delaware General Corporation Law, the Company’s directors
shall not be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director,
except that a director shall be liable to the extent provided by
applicable law (1) for breach of the director’s duty of
loyalty to the Company or its shareholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) pursuant to
Section 174 of the Delaware General Corporation Law or
(4) for any transaction from which the director derived an
improper personal benefit.
Bylaws.
The Company’s Bylaws provide that the Company shall indemnify and
hold harmless, to the fullest extent permitted by applicable law,
any person who was or is made or is threatened to be made a party
or is otherwise involved in any threatened, pending, or completed
action, suit or proceeding because he or she, or a person for whom
he or she is the legal representative, is or was a director or
officer of the Company or, while a director or officer of the
Company, is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity
against all liability and loss suffered and expenses (including
attorneys’ fees) reasonably incurred by such person.
The Company’s Bylaws provide that the Company shall advance to
indemnified persons expenses incurred in defending any such
proceedings, subject to an obligation to repay amounts so advanced
if it shall ultimately be determined by final judicial decision
from which there is no further right to appeal that such
indemnified person is not entitled to be indemnified for such
expenses under the Company’s Bylaws or otherwise.
Indemnification
Agreements. The Company has entered into an
indemnification agreement with each of its directors and executive
officers which provides, among other things, that the Company will
indemnify each such person to the fullest extent permitted by law,
subject to certain conditions, against all expenses and certain
other amounts actually and reasonably incurred by such person in
connection with proceedings in which such person is involved, or is
threatened to become involved, because such person is or was a
director or officer of the Company, by reason of any action or
inaction on the part of such person, or by reason of the fact that
such person is or was serving at the request of the Company as a
director, officer, trustee, partner, managing member, fiduciary,
employee or agent of any other enterprise. The indemnification
agreement also requires the Company, under certain circumstances,
to advance expenses incurred by such person in connection with the
investigation, defense, settlement or appeal of any such
proceedings.
Liability
Insurance. The Company maintains directors’ and
officers’ liability insurance which covers certain liabilities and
expenses of the Company’s directors and officers and covers the
Company for reimbursement of payments to the Company’s directors
and officers in respect of such liabilities and expenses.
Item
8. Exhibits.
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Number |
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Description |
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4.1 |
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Certificate
of Incorporation of UnitedHealth Group Incorporated (incorporated
by reference to Exhibit 3.1 to UnitedHealth Group
Incorporated’s Registration Statement on Form 8-A/A,
Commission File No. 1-10864, filed on July 1,
2015). |
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4.2 |
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Amended and Restated Bylaws of UnitedHealth Group
Incorporated, effective February 23, 2021 (incorporated by
reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s
Current Report on Form 8-K, Commission File No. 1-10864,
filed on February 26, 2021). |
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4.3 |
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Change
Healthcare Inc. 2019 Omnibus Incentive Plan. |
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4.4 |
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Amended
and Restated HCIT Holdings, Inc. 2009 Equity Incentive
Plan. |
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5.1 |
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Opinion of Faraz A. Choudhry, the Company’s
Deputy General Counsel and Assistant Corporate
Secretary. |
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23.1 |
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Consent of Faraz A. Choudhry, the Company’s
Deputy General Counsel and Assistant Corporate Secretary (included
in Exhibit 5.1). |
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23.2 |
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Consent
of Deloitte & Touche LLP. |
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24.1 |
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Power of Attorney. |
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107 |
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Filing Fee Table. |
Item
9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered), and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided,
however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant’s annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
SIGNATURES
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 registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Minnetonka, State of Minnesota, on October 3, 2022.
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UNITEDHEALTH
GROUP INCORPORATED |
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By: |
/s/
Andrew P. Witty |
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Andrew
P. Witty |
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Chief
Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities indicated on October 3, 2022.
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Signature |
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Title |
| |
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/s/
Andrew P. Witty |
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Director
and Chief Executive Officer
(principal executive officer) |
| Andrew
P. Witty |
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| |
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/s/
John F. Rex |
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Chief
Financial Officer
(principal financial officer) |
| John
F. Rex |
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| |
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|
/s/
Thomas E. Roos |
|
Senior
Vice President and Chief Accounting Officer
(principal accounting officer) |
| Thomas
E. Roos |
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| |
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|
* |
|
Director |
| Timothy
P. Flynn |
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| |
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| * |
|
Director |
|
Paul
R. Garcia |
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| |
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|
* |
|
Director |
| Stephen
J. Hemsley |
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| |
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|
|
* |
|
Director |
| Michele
J. Hooper |
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| |
|
|
|
* |
|
Director |
| F.
William McNabb III |
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| |
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|
|
* |
|
Director |
| Valerie
C. Montgomery Rice, M.D. |
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| |
|
|
|
* |
|
Director |
| John
H. Noseworthy, M.D. |
|
|
* |
|
The
undersigned, by signing below, does hereby execute this
registration statement on behalf of the directors of UnitedHealth
Group Incorporated listed above pursuant to the Power of Attorney
filed herewith as Exhibit 24.1. |
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By: |
|
/s/
Faraz A. Choudhry |
|
| |
|
Faraz
A. Choudhry |
|
| |
|
As
Attorney-In-Fact |
|
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