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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): August 6, 2008
 
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State of incorporation)
  1-31719
(Commission File Number)
  13-4204626
(I.R.S. Employer Identification Number)
 
200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)
Registrant’s telephone number, including area code: (562) 435-3666
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1


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Item 7.01. Regulation FD Disclosure.
     On August 6, 2008, Molina Healthcare, Inc. issued a press release announcing its entering into a definitive agreement to acquire Florida NetPASS, LLC. The full text of the press release is attached as Exhibit 99.1 to this report. The information contained in the websites cited in the press release is not part of this report.
     The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits:
     
Exhibit    
No.   Description
99.1
  Press release of Molina Healthcare, Inc. issued August 6, 2008.

 


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SIGNATURE
     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: August 6, 2008 By:   /s/ Mark L. Andrews    
    Mark L. Andrews    
    Chief Legal Officer, General Counsel, and Corporate Secretary   
 

 


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EXHIBIT INDEX
     
Exhibit    
No.   Description
99.1   Press release of Molina Healthcare, Inc. issued August 6, 2008.

 

exv99w1
Exhibit 99.1
(MOLINA HEALTHCARE LOGO)
News Release
Contact:
     
Juan José Orellana
  Kathleen O’Guin
Investor Relations
  Public Relations
(562) 435-3666, ext. 111143
  (562) 951-8305
MOLINA HEALTHCARE TO ENTER FLORIDA
WITH ACQUISITION OF FLORIDA NETPASS
LONG BEACH, California (August 6, 2008) – Molina Healthcare, Inc. (NYSE: MOH) today announced that it has entered into a definitive agreement to acquire Florida NetPASS, LLC, a provider of care management and administrative services to approximately 58,000 Florida MediPass members in South and Central Florida. The purchase price for the acquisition is approximately $42 million, subject to adjustments, and will be funded with available cash. Subject to regulatory approvals and the satisfaction of other conditions, the closing of the transaction is expected to occur in the first quarter of 2009. In connection with the transaction, Molina Healthcare of Florida, Inc., a licensed Florida health plan and subsidiary of Molina Healthcare, Inc., will enter into a new managed care contract with the Florida Agency for Health Care Administration (AHCA).
“We are excited about this opportunity to partner with both the State of Florida and the local Florida NetPASS provider community,” said J. Mario Molina, M.D., president and chief executive officer of Molina Healthcare, Inc. “Once this transaction closes, Molina Healthcare will be in five of the top ten Medicaid markets in the country, we will be further diversified, and our Florida health plan will have significant potential for future growth. Just like Florida NetPASS, Molina Healthcare is dedicated to providing quality patient care while supporting the crucial doctor-patient relationship. We look forward to making the transition of Florida NetPASS members to Molina as seamless as possible while maintaining the same covered benefits.”
Of the approximately 58,000 members currently served by Florida NetPASS, 42,000 are enrolled in the State’s Temporary Aid for Needy Families (TANF) program, and the other 16,000 are enrolled in the State’s Aged, Blind or Disabled (ABD) program.
About Molina Healthcare, Inc.
Molina Healthcare, Inc. (NYSE: MOH) is a multi-state managed care organization that arranges for the delivery of health care services to persons eligible for Medicaid, Medicare, and other government-sponsored programs for low-income families and individuals. Molina Healthcare’s nine licensed health plan subsidiaries in California, Michigan, Missouri (Mercy CarePlus), Nevada, New Mexico, Ohio, Texas, Utah, and Washington currently serve approximately 1.2 million members. More information about Molina Healthcare can be obtained at www.molinahealthcare.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains “forward-looking statements” identified by words such as “expect,” “subject to,” and “will” that are subject to risks and uncertainties that may cause actual results to differ materially. Such factors include risks related to the obtaining of regulatory approvals for the acquisition of Florida NetPASS and the satisfaction of other closing conditions; Molina Healthcare of Florida’s entering into a new managed care contract with AHCA at rates consistent with our expectations; the successful transition and integration of the members, operations, and provider networks of Florida NetPASS; attrition in membership pending the completion of and following the acquisition; provider relations; the accurate estimation of incurred but not reported medical costs with respect to this new population; and numerous other risk factors as discussed in the periodic reports and filings of Molina Healthcare with the Securities and Exchange Commission and available for viewing on its website at www.sec.gov.

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