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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): July 1, 2004

 

 

MOLINA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   1-31719   13-4204626
(State of incorporation)   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

One Golden Shore Drive, Long Beach, California 90802

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (562) 435-3666

 

 

Item 2. Acquisition or Disposition of Assets.

 

On July 1, 2004, Molina Healthcare, Inc. closed on its acquisition of Health Care Horizons, Inc., the parent company of Cimarron Health Plan, Inc., a New Mexico corporation. The acquisition was effected in accordance with the Agreement and Plan of Merger dated as of February 23, 2004, by and among Molina, Health Care Horizons, Inc., a Michigan corporation, Molina NM Acquisition Corp., a Delaware corporation, and the principal shareholders of Health Care Horizons. Under the terms of the merger agreement, Molina’s wholly-owned subsidiary, Molina NM Acquisition Corp. merged into Health Care Horizons, with Health Care Horizons as the surviving corporation.

 

The consideration for the merger was $69 million, subject to adjustments, plus the assumption of approximately $5.8 million in outstanding Health Care Horizons bank debt. Molina funded the acquisition with available cash. As of the effective time of the merger, each share of Health Care Horizons common stock was converted into the right to receive in cash the merger consideration (as defined in the merger agreement), divided by the number of shares of the Health Care Horizons common stock outstanding as of the closing. All of the outstanding common stock of Molina NM Acquisition Corp. was converted into 100 shares of Health Care Horizons common stock.

 

There were no material relationships between Molina or any of its affiliates, directors, or officers and Health Care Horizons.

 

Item 7. Financial Statements and Exhibits.

 

(a) Financial statements of businesses acquired.

 

The financial statements of the business acquired as required by this item will be filed by amendment to this current report on Form 8K within 60 days.

 

(b) Pro forma financial information.

 

The pro forma financial information required by this item will be filed by amendment to this current report on Form 8K within 60 days.

 

(c) Exhibits.

 

Exhibit No.
  

Description

2.1   The Agreement and Plan of Merger dated as of February 23, 2004 was previously filed as Exhibit 2.1 to the Form 8K of Molina filed on February 23, 2004.
3.1   Certificate of Merger as filed with the Secretary of State of the State of Michigan.

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.

 

   

MOLINA HEALTHCARE, INC.

Date: July 16, 2004

  

By:

  

/s/ Mark L. Andrews

       

Mark L. Andrews

       

Executive Vice President, Legal Affairs,

       

General Counsel and Corporate Secretary

EXHIBIT INDEX

 

Exhibit No.
  

Description

2.1   The Agreement and Plan of Merger dated as of February 23, 2004 was previously filed as Exhibit 2.1 to the Form 8K of Molina filed on February 23, 2004.
3.1   Certificate of Merger as filed with the Secretary of State of the State of Michigan.
Certificate of Merger as filed with the Secretary of the State of Michigan.

LOGO

 

ATTACHMENT 1

CERTIFICATE OF MERGER

MOLINA NM ACQUISTION CORP.

INTO

HEALTH CARE HORIZONS, INC.

THE MANNER AND BASIS OF CONVERTING SHARES ARE AS FOLLOWS:

At the Effective Time set forth herein, the outstanding Common Stock of Health Care Horizons, Inc. (“Company Stock”) and the outstanding Common Stock of Molina NM Acquisition Corp. (“Merger Sub Stock”) will be converted or cancelled and retired, in each case pursuant to the Merger and without any action on the part of the holder of such stock as follows:

(i) All the shares of Merger Sub Stock shall be converted into 100 validly issued and fully paid and nonassessable shares of Common Stock, par value $.01 per share of the Surviving Corporation (the “Surviving Corporation Common Stock”). The stock certificate which formerly evidenced the outstanding Merger Sub Stock shall, from and following the Effective Time, be evidence of ownership of such shares of the Surviving Corporation Common Stock.

(ii) Each share of capital stock of the Surviving Corporation which, immediately prior to the Effective Time, was held by the Company as a treasury share, shall be cancelled and retired without any payment being made therefore and shall cease to exist as of the Effective Time.

(iii) Each share of Company Stock issued and outstanding as of the Effective Time shall be converted into the right to receive in cash the Merger Consideration (as such term is defined in the Merger Agreement), divided by the number of shares of the Company Stock outstanding as of the Closing (as defined in the Merger Agreement) (the “Per Share Merger Consideration”).

LOGO

 

BCS/CD-550m (Rev. 12/03)

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH

BUREAU OF COMMERCIAL SERVICES

Date Received

(FOR BUREAU USE ONLY)

This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

ERIC J. GOULD, TIMMIS & INMAN PLLC

300 TALON CENTRE

Name Address City

State

Zip Code

DETROIT MICHIGAN 48207

Document will be returned to the name and address you enter above If left blank document will be mailed to the registered office.

EFFECTIVE DATE:

Expiration date for new assumed names: December 31, Expiration date for transferred assumed names appear in Item 6

CERTIFICATE OF MERGER

Cross Entity Merger for use by Profit Corporations, Limited Liability Companies and Limited Partnerships

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger:

1. The Plan of Merger (Consolidation) is as follows: a. The name of each constituent entity and its identification number is:

MOLINA NM ACQUISITION CORP.

HEALTH CARE HORIZONS, INC.

063046

•

 

The name of the surviving (new) entity and its identification number is:

•

 

HEALTH CARE HORIZONS, INC. 063046

•

 

Corporations and Limited Liability Companies provide the street address of the survivor’s principal place of business:

8801 HORIZON BLVD, NE, ALBUQUERQUE NM 87113

•

 

(Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in this office.)

1ST

JULY

2004

The merger (consolidation) shall be effective on the

day of

,

.

LOGO

 

3.    Complete for
Profit
Corporations
only
   
  
  

For each constituent stock corporation, state:

               
          Designation
and		          
          number of
outstanding		    Indicate
class or		    Indicate
class or
Name of corporation   shares in each class   series of shares    series entitled
    
   or series
    entitled to
vote
    to
vote
as a
class

MOLINA NM ACQUISITION

    100 shares, $
 		 .001
per share		    COMMON
STOCK		    N/A
    
  
  
  
     HEALTH
CARE
HORIZONS		     
$		 374,157 shares,
.01 per		    COMMON
STOCK		    N/A
    
  
  
  

If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows:

The manner and basis of converting shares are as follows:

SEE ATTACHMENT 1

The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows:

NONE

The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation.

The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.

(Complete either Section (a) or (b) for each corporation) a) The Plan of Merger was approved by the majority consent of the incorporators of

    
    , a Michigan corporation which has not
commenced business, has not
  
     issued any shares,
and has not elected a
Board of Directors.		  
 
 		            
     (Signature
of
Incorporator		  
 
)		   (Type
or
Print
Name		  
 
 
)		   (Signature
of
Incorporator		  
 
)		   (Type or
Print
Name		  
 
)
     (Signature
of
Incorporator		  
 
)		   (Type
or
Print
Name		  
 
 
)		   (Signature
of
Incorporator		  
 
)		   (Type or
Print
Name		  
 
)

b)

    The plan of merger
was approved by:		  
 		            
     the Board of
Directors of		  
 		         , the     surviving
Michigan
corporation,		  
 
 

without approval of the shareholders in accordance with Section 703a of the Act.

4

the Board of Directors and the shareholders of the following Michigan corporation(s) in

accordance with Section 703a of the Act.

HEALTH CARE HORIZONS, INC.

By

By

(Signature of Authorized Officer or Agent)

GERALD LANDGRAF

(Type or print name)

HEALTH CARE HORIZONS, INC.

(Name of Corporation)

(Signature of Authorized Officer or Agent)

MARK L. ANDREWS

(Type or print name)

MOLINA NM ACQUISTION, CORP.

(Name of Corporation)