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): April 27, 2011
MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31719
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13-4204626
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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))
Item 8.01. Other Events.
On April 27, 2011, Molina Healthcare, Inc., a Delaware corporation (the “Company”), issued a press release announcing that its Board of Directors had authorized a 3-for-2 stock split of the Company’s Common Stock, to be effected in the form of a stock dividend of one share of the Company’s Common Stock for every two shares outstanding. The full text of the press release is included as Exhibit 99.1 to this report.
The record date for the stock split is May 9, 2011. The distribution of the stock dividend will be made on May 20, 2011, and trading of Company shares on a split-adjusted basis will begin on May 23, 2011. Giving effect to the stock split, the number of outstanding shares of the Company’s Common Stock will increase to approximately 45.87 million shares. Fractional shares will be paid in cash based on the closing market price on the record date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Press release of Molina Healthcare, Inc. issued April 27, 2011, announcing a 3-for-2 stock split.
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: April 27, 2011
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By: /s/ Jeff D. Barlow
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Jeff D. Barlow
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Sr. Vice President – General Counsel, and Secretary
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EXHIBIT INDEX
Exhibit
No. Description
99.1 Press release of Molina Healthcare, Inc. issued April 27, 2011, announcing a 3-for-2 stock split.
Exhibit 99.1
News Release
Contact:
Juan José Orellana
Investor Relations
562-435-3666, ext. 111143
MOLINA HEALTHCARE ANNOUNCES 3-FOR-2 STOCK SPLIT
Long Beach, California (April 27, 2011) – Molina Healthcare, Inc. (NYSE: MOH) today announced that its Board of Directors has authorized a 3-for-2 stock split of the Company’s Common Stock, to be effected in the form of a stock dividend of one share of the Company’s common stock for every two shares outstanding.
The record date for the stock split is May 9, 2011. The distribution of the stock dividend will be made on May 20, 2011, and trading of Molina Healthcare shares on a split-adjusted basis will begin on May 23, 2011. Giving effect to the stock split, the number of outstanding shares of Molina Healthcare stock will increase to approximately 45.87 million shares. Fractional shares will be paid in cash based on the closing market price on the record date.
“Our Board of Directors authorized the stock split to improve liquidity and maximize shareholder value,” said J. Mario Molina, M.D., president and chief executive officer of Molina Healthcare. “We are pleased to expand the opportunity for additional investors to participate in our success and to provide existing shareholders with a stock dividend to reward them for their continuing confidence in our company.”
About Molina Healthcare
Molina Healthcare, Inc. provides quality and cost-effective Medicaid-related solutions to meet the health care needs of low-income families and individuals and to assist state agencies in their administration of the Medicaid program. Molina’s licensed health plans in California, Florida, Michigan, Missouri, New Mexico, Ohio, Texas, Utah, Washington, and Wisconsin currently serve approximately 1.6 million members, and the Company’s subsidiary, Molina Medicaid Solutions, provides business processing and information technology administrative services to Medicaid agencies in Idaho, Louisiana, Maine, New Jersey, and West Virginia, and drug rebate administration services in Florida.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This release contains “forward-looking statements” regarding the Company’s plans, expectations, and anticipated future events. Actual results could differ materially due to numerous known and unknown risks and uncertainties, including, without limitation, the risk factors discussed in greater detail in our periodic reports and filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K. These reports can be accessed under the investor relations tab of our Company website or on the SEC’s website at www.sec.gov. Given these risks and uncertainties, we can give no assurances that our forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by our forward-looking statements will in fact occur, and we caution investors not to place undue reliance on these statements. All forward‐looking statements in this release represent our judgment as of April 27, 2011, and we disclaim any obligation to update any forward-looking statements to conform the statement to actual results or changes in our expectations.
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