As filed with the Securities and Exchange Commission on December 24, 2012
Registration No. 333-178447
Registration No. 333-143197
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-178447
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-143197
UNDER
THE SECURITIES ACT OF 1933
AMERIGROUP Corporation
(Exact name of registrant as specified in charter)
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Delaware
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54-1739323
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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4425 Corporation Lane, Virginia Beach, Virginia
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23462
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (757) 490-6900
Nicholas J. Pace, Esq.
4425 Corporation Lane
Virginia Beach, Virginia 23462
(757) 490-6900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
Approximate
date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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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.
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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.
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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.
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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.
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Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filter, 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):
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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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) relates to the following Registration Statements of AMERIGROUP Corporation (the Company) on Form S-3 (collectively,
the Registration Statements):
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Registration Statement No. 333-178447, which registered an unspecified amount of the Companys common stock, $0.01 par value per share
(Common Stock), preferred stock, $0.01 par value per share, depositary shares, debt securities, warrants, stock purchase contracts and stock purchase units; and
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Registration Statement No. 333-143197, which registered the resale by various selling securityholders of the Companys $260 million aggregate
principal amount 2.00% Convertible Senior Notes due 2012 (the Notes) and 6,112,964 shares of the Companys Common Stock issuable upon conversion of the Notes.
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On December 24, 2012, the Company completed the merger contemplated by the Agreement and Plan of Merger (as amended by Amendment No. 1 thereto,
the Merger Agreement), dated as of July 9, 2012, among the Company, WellPoint, Inc. (WellPoint) and WellPoint Merger Sub, Inc., an indirect wholly-owned subsidiary of WellPoint (Merger Sub). Pursuant to the
Merger Agreement, the Company was acquired by WellPoint through a merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as an indirect, wholly owned subsidiary of WellPoint. At the effective
time of the Merger, (i) each outstanding share of Company common stock, other than treasury shares held by the Company and any shares of Company common stock beneficially owned by WellPoint, Merger Sub, any of their wholly-owned subsidiaries or
any person who properly demanded statutory appraisal of their shares, was converted into the right to receive $92.00 in cash, without interest and subject to any applicable withholding taxes, and (ii) equity awards relating to Company common
stock were treated in accordance with the Merger Agreement and agreements entered into in connection with the Merger.
As a result of the
Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking
made by the Company in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes
from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AMERIGROUP Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Virginia Beach, State of Virginia, on this 24th day of December, 2012.
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AMERIGROUP CORPORATION
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By:
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/s/ James G. Carlson
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Name:
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James G. Carlson
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Title:
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Chairperson, President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the
Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
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Signatures
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Title
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Date
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/s/ James G. Carlson
James G. Carlson
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Chairperson, President and Chief
Executive Officer
(Principal Executive Officer)
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December 24, 2012
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/s/ R. David Kretschmer
R. David Kretschmer
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Treasurer
(Principal Financial Officer &
Principal Accounting
Officer)
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December 24, 2012
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/s/ Carter A. Beck
Carter A. Beck
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Director
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December 24, 2012
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/s/ James G. Carlson
James G. Carlson
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Director
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December 24, 2012
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/s/ Catherine I. Kelaghan
Catherine I. Kelaghan
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Director
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December 24, 2012
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Amerigroup (NYSE:AGP)
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