8-KCorporate ChangesExhibits & Filings

CENTENE CORP 8-K Report, Bylaw Amendment (Dec 17, 2004)

Filed December 17, 2004For Securities:CNC

Summary

Centene Corporation (CNC) filed an 8-K on December 17, 2004, primarily to report an amendment to its Certificate of Designations for Series A Junior Participating Preferred Stock. The company increased the authorized number of Series A preferred shares from 40,000 to 100,000. This increase was made to ensure a sufficient number of shares were reserved under the company's rights agreement, particularly in light of a two-for-one stock split (100% stock dividend) that was payable on December 17, 2004. It's important to note that no shares of this Series A preferred stock have been issued or are currently outstanding, and the designation is in connection with the rights agreement established on August 30, 2002.

Key Highlights

  • 1Centene Corporation amended its Certificate of Designations for Series A Junior Participating Preferred Stock.
  • 2The number of authorized Series A preferred shares was increased from 40,000 to 100,000.
  • 3This action was taken to ensure sufficient shares are reserved under the company's rights agreement.
  • 4The increase is directly related to a two-for-one stock split (100% stock dividend) effective December 17, 2004.
  • 5No shares of Series A Junior Participating Preferred Stock have been issued or are outstanding.
  • 6The Series A preferred stock is linked to a rights agreement dated August 30, 2002.

Frequently Asked Questions

The main purpose of this 8-K filing is to report an amendment to Centene Corporation's Certificate of Designations for its Series A Junior Participating Preferred Stock, increasing the number of authorized shares.

Centene increased the authorized shares to ensure an adequate number of shares were reserved under their existing rights agreement, especially considering the upcoming two-for-one stock split (100% stock dividend).

No, the filing explicitly states that no shares of Series A Junior Participating Preferred Stock have been issued or are currently outstanding.

The increase in authorized Series A preferred stock was a necessary step to maintain sufficient reserves under the rights agreement following the two-for-one stock split (100% stock dividend) that became effective on December 17, 2004.