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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)
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Delaware
(State of incorporation)
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1-31719
(Commission File Number)
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13-4204626
(I.R.S. Employer Identification Number) |
200 Oceangate, Suite 100, Long Beach, California 90802
(Address of principal executive offices)
Registrants 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))
TABLE OF CONTENTS
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:
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Exhibit |
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No. |
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Description |
99.1
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Press release of Molina Healthcare, Inc. issued August 6, 2008. |
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.
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MOLINA HEALTHCARE, INC.
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Date: August 6, 2008 |
By: |
/s/ Mark L. Andrews
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Mark L. Andrews |
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Chief Legal Officer, General Counsel,
and Corporate Secretary |
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EXHIBIT INDEX
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Exhibit |
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No. |
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Description |
99.1 |
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Press release of Molina Healthcare, Inc. issued
August 6, 2008. |
exv99w1
Exhibit 99.1
News Release
Contact:
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Juan José Orellana
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Kathleen OGuin |
Investor Relations
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Public Relations |
(562) 435-3666, ext. 111143
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(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
States Temporary Aid for Needy Families (TANF) program, and the other 16,000 are enrolled in the
States 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 Healthcares 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 Floridas 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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