8-KOther Events

CENTENE CORP 8-K Report (Aug 27, 2003)

Filed August 27, 2003For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on August 27, 2003, primarily detailing the adoption of a Rule 10b5-1 trading policy for its executive officers and directors, effective August 5, 2003. This policy allows insiders to establish prearranged plans for selling company stock, aiming to reduce price volatility and ensure compliance with insider trading rules by spreading sales over time and allowing transactions even when possessing material nonpublic information. The company believes this proactive measure will foster investor confidence and mitigate speculative concerns surrounding insider stock dispositions. Additionally, the filing confirms the completion of a firm commitment public offering of common stock on August 13, 2003. This offering involved the sale of 3,450,000 shares, underwritten by a syndicate including Lehman Brothers Inc. and SG Cowen Securities Corporation. The underwriting agreement itself is filed as an exhibit to this report. The executive officers and directors are currently subject to lock-up agreements until November 5, 2003, which restrict the sale of shares, though they may implement 10b5-1 plans before this date, with sales commencing only after the lock-up period expires or with underwriter consent.

Key Highlights

  • 1Centene adopted a Rule 10b5-1 trading policy for insiders, effective August 5, 2003.
  • 2The policy allows executive officers and directors to set up prearranged plans for selling common stock.
  • 3The company expects the policy to reduce stock price volatility and enhance insider trading compliance.
  • 4Centene completed a public offering of 3,450,000 shares of common stock on August 13, 2003.
  • 5Lehman Brothers Inc. and SG Cowen Securities Corporation acted as lead underwriters for the offering.
  • 6Insiders are subject to lock-up agreements until November 5, 2003, restricting immediate stock sales.
  • 710b5-1 plans can be implemented before November 5, 2003, but sales under these plans are restricted until after the lock-up period expires or with underwriter consent.

Frequently Asked Questions

The primary purpose of the Rule 10b5-1 policy is to allow Centene's executive officers and directors to establish prearranged, written trading plans for selling company stock. This is intended to reduce price volatility in the stock by spreading insider transactions over time, rather than concentrating them, and to ensure that these sales are conducted in compliance with insider trading regulations, even if the insider possesses material nonpublic information at the time of trade execution.

The Rule 10b5-1 policy became effective upon adoption by the board of directors on August 5, 2003. Separately, following the public offering completed on August 13, 2003, executive officers and directors are subject to lock-up agreements that prohibit the sale or disposition of their shares until November 5, 2003 (90 days after the prospectus date), unless they obtain prior written consent from the lead underwriters.

Yes, Centene completed a firm commitment public offering of common stock on August 13, 2003. The company sold 3,450,000 shares as part of this offering, with Lehman Brothers Inc. and SG Cowen Securities Corporation among the lead underwriters.

While executive officers and directors may implement 10b5-1 qualifying plans before November 5, 2003, these plans cannot provide for the actual sale of any common stock before November 5, 2003, unless prior written approval is obtained from Lehman Brothers Inc. and SG Cowen Securities Corporation.