As filed with the Securities and Exchange Commission on March 24, 2016
Registration No. 333-141311
UNITED STATES EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
HEALTH NET, INC.
(Exact
name of registrant as specified in its charter)
6324
(Primary Standard Industrial Classification Code Number)
Delaware
(State or other
jurisdiction of incorporation or organization)
95-4288333
(I.R.S. Employer Identification No.)
21650 Oxnard Street
Woodland Hills, California 91367
(818) 676-6000
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
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)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Copy to:
Jeremy
D. London, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(202) 371-7000
Approximate date of
commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box:
¨
If any of the securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box:
¨
If this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
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
definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 1 (this
Post-Effective Amendment
) relates to the Registration Statement of Health Net, Inc. (the
Company
) on Form S-3 (Registration No. 333-141311), filed with the
Securities and Exchange Commission (the
SEC
) on March 15, 2007 (the
Registration Statement
), which registered the offering of an indeterminate number or amount of shares of Common Stock, par value $0.001
per share (
Common Stock
) and rights to purchase Series A Junior Participating Preferred Stock attached thereto (
Rights
).
On March 24, 2016, pursuant to the Agreement and Plan of Merger, dated as of July 2, 2015 (the
Merger Agreement
), by and among
Centene Corporation, a Delaware corporation (
Centene
), the Company, Chopin Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Centene (
Merger Sub I
), and Chopin Merger Sub II,
Inc., a Delaware corporation and a direct wholly owned subsidiary of Centene, Merger Sub I merged with and into the Company with the Company being the surviving corporation and a wholly-owned direct subsidiary of Centene (the
Merger
). As a result of the Merger, the Companys equity securities have ceased to be publicly traded and the Company has terminated all offerings of its Common Stock and Rights pursuant to its existing registration
statements, including the Registration Statement.
In connection with the Merger and other transactions contemplated by the Merger Agreement, and in
accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock or Rights which remain unsold at the termination of the offering, the
Company hereby removes and withdraws from registration all Common Stock and Rights registered pursuant to the Registration Statement 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 the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on this 24th
day of March, 2016.
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HEALTH NET, INC.
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By:
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/s/ Keith H. Williamson
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Name:
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Keith H. Williamson
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Title:
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Secretary
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