As filed with the Securities and Exchange Commission on May 30, 2007

Registration No. 333-116885

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HEALTHMARKETS, INC.

(Exact name of registrant as specified in its charter)

Delaware		75-2044750
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

9151 Boulevard 26
North Richland Hills, Texas 76180
(Address of principal executive offices, including zip code)

HEALTHMARKETS 401(k) AND SAVINGS PLAN
(Full title of the plan)

Michael E. Boxer
Executive Vice President and Chief Financial Officer
HealthMarkets, Inc.
9151 Boulevard 26
North Richland Hills, Texas 76180
Telephone: (817) 255-5200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

copies to:
Michael A. Colliflower
Executive Vice President and General Counsel
HealthMarkets, Inc.
9151 Boulevard 26
North Richland Hills, Texas 76180
Telephone: (817) 255-5200

 

 

EXPLANATORY NOTE: DEREGISTRATION OF SHARES AND PLAN INTERESTS

     HealthMarkets, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister 2,419,269 shares of the Company’s common stock, par value $0.01 per share (“Shares”) and related plan interests registered for sale under the Securities Act of 1933, as amended, under the HealthMarkets 401(k) and Savings Plan (formerly the UICI Employee Stock Ownership and Savings Plan) (the “Plan”). The Shares and Plan interests were registered pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-116885) filed with the Securities and Exchange Commission on June 25, 2004.

     On April 5, 2006, the Company completed a merger providing for the acquisition of the Company by affiliates of a group of private equity investors, including affiliates of the Blackstone Group, Goldman Sachs Capital Partners and DLJ Merchant Banking Partners. As a result of the merger, on April 7, 2006, the Plan received $37.00 in cash for each of the Shares held by the Plan. The Plan no longer holds Shares and the Plan no longer permits the investment of Plan contributions in Shares. The Plan interests are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended. Consequently, the Company is filing this Post-Effective Amendment No. 1 to deregister the remaining Shares and Plan interests previously registered under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Richland Hills, State of Texas, on this 30th day of May, 2007.

Date: May 30, 2007

     Pursuant to the requirements of Securities Exchange Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ ALLEN F. WISE   Allen F. Wise		Chairman of the Board and Director		May 30, 2007
/s/ WILLIAM J. GEDWED   William J. Gedwed		President, Chief Executive Officer and Director (Principal Executive Officer)		May 30, 2007
/s/ MICHAEL E. BOXER   Michael E. Boxer		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		May 30, 2007
/s/ MARK D. HAUPTMAN   Mark D. Hauptman		Chief Accounting Officer (Principal Accounting Officer)		May 30, 2007
/s/ CHINH E. CHU   Chinh E. Chu		Director		May 30, 2007
/s/ MURAL R. JOSEPHSON   Mural R. Josephson		Director		May 30, 2007
/s/ MATTHEW KABAKER   Matthew Kabaker		Director		May 30, 2007
/s/ ADRIAN M. JONES   Adrian M. Jones		Director		May 30, 2007

Signature		Title		Date
/s/ KAMIL M. SALAME   Kamil M. Salame		Director		May 30, 2007
/s/ STEVEN J. SHULMAN   Steven J. Shulman		Director		May 30, 2007
/s/ ANDREW S. KAHR   Andrew S. Kahr		Director		May 30, 2007

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the Administrative Committee appointed under the HealthMarkets 401(k) and Savings Plan has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Richland Hills, state of Texas, on this 30th day of May, 2007.