Form 8-K
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): April 23, 2007
CENTENE
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of Incorporation)
|
000-33395
(Commission
File
Number)
|
42-1406317
(I.R.S.
Employer Identification
Number)
|
|
7711
Carondelet Avenue
St.
Louis, Missouri
(Address
of Principal Executive Offices)
|
63105
(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 Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
Into a Material Definitive Agreement.
On
April
23, 2007, Centene Corporation (the “Company”) executed an amendment to
the Company’s rights agreement, dated August 30, 2002, between the Company and
Mellon Investor Services LLC, as rights agent (the “Rights Agreement”). The
amendment establishes a purchase price of $95.00 in cash per one
three-thousandth of a share of the Company’s Series A Junior Participating
Preferred Stock, $0.001 par value per share (the “Preferred Stock”), subject to
further adjustment. Each share of the Company’s outstanding common stock, $0.001
par value per share (the “Common Stock”), is currently associated with one-third
of a right which, under circumstances specified in the Rights Agreement,
entitles the registered holder to purchase from the Company one three-thousandth
of a share of the Preferred Stock. Because of the nature of the Preferred
Stock’s dividend, liquidation and voting rights, the value of one
three-thousandth of a share of the Preferred Stock purchasable upon exercise
of
each one-third of a Right should approximate the value of one share of our
common stock.
A
copy of
the amendment is attached hereto as Exhibit 4.1 and is incorporated by reference
herein.
Item
3.03. Material
Modification to Rights of Security Holders.
The
information contained above under Item 1.01 is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
SIGNATURES
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 |
|
|
|
| Date:
April 26, 2007 |
By: |
/s/ J.
PER
BRODIN |
| |
J. Per Brodin |
| |
Senior
Vice President, Chief Financial Officer and
Treasurer |
EXHIBIT
INDEX
|
Exhibit
No.
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Description
of Exhibit
|
|
4.1
|
|
Amendment
No. 1 to Rights Agreement by and between Centene Corporation and
Mellon
Investor Services LLC, as rights agent, dated April 23,
2007.
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