Post-effective Amendment to Registration Statement (pos Am)

As filed with the Securities and Exchange Commission on May 5, 2017

Registration No. 333-   191075

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST‑EFFECTIVE AMENDMENT NO. 1
TO
Form S-3 Registration Statement No. 333-   191075

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Universal American Corp.
(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)

27-4683816 (I.R.S. Employer Identification No.)

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8735 Henderson Road, Renaissance One
Tampa, Florida 33634
[phone]

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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Anat Hakim

8735 Henderson Road, Renaissance One
Tampa, Florida 33634
[phone]

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

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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. ☐

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer  ☒

Accelerated filer  ☐

Non‑accelerated filer  ☐

Smaller reporting company  ☐

 

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EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment, filed by Universal American Corp., a Delaware corporation (the “Company”), relates to the Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission on September 10, 2013 (Registration No. 333-   191075) (the “Registration Statement”).

 

On April 28, 2017, pursuant to the Agreement and Plan of Merger, dated as of November 17, 2016, by and among WellCare Health Plans, Inc., a Delaware corporation (“Parent”), Wind Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent.

 

As a result of the Merger, the offering of the Company’s securities pursuant to the above-referenced Registration Statement has been terminated. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration the securities registered but unsold under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on May 5, 2017.

 

	Universal American Corp.
	By:	/s/ Anat Hakim
		Name: Anat Hakim
		Title: Senior Vice President and Secretary

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*        Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.

 

 

 

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