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| CIK | 1339553 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to HomeSmart Holdings Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 11, 2013 |
HS / Healthspring, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HEALTHSPRING INC (Name of Issuer) Common Stock (Title of Class of Securities) 42224N101 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 11, 2013 |
HS / Healthspring, Inc. / VANGUARD GROUP INC Passive Investment healthspringinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Healthspring Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 42224N101 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to |
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| February 14, 2012 |
HS / Healthspring, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HEALTHSPRING INC (Name of Issuer) Common Stock (Title of Class of Securities) 42224N101 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| February 8, 2012 |
HS / Healthspring, Inc. / VANGUARD GROUP INC Passive Investment healthspringinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Healthspring Inc Title of Class of Securities: Common Stock CUSIP Number: 42224N101 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriate box to d |
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| January 31, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32739 HEALTHSPRING, INC. (Exact name of registrant as specified in its |
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| January 31, 2012 |
As filed with the Securities and Exchange Commission on January 31, 2012 Registration No. |
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| January 31, 2012 |
As filed with the Securities and Exchange Commission on January 31, 2012 Registration No. |
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| January 31, 2012 |
As filed with the Securities and Exchange Commission on January 31, 2012 Registration No. |
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| January 31, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HEALTHSPRING, INC. ARTICLE I Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEALTHSPRING, INC. ARTICLE I NAME The name of the corporation is HealthSpring, Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE AND AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its regist |
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| January 31, 2012 |
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): January 31, 2012 HEALTHSPRING, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32739 20-1821898 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emp |
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| January 31, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 13, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 31, 2012 |
As filed with the Securities and Exchange Commission on January 31, 2012 Registration No. |
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| January 31, 2012 |
Exhibit 3.2 BYLAWS OF HEALTHSPRING, INC. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to tim |
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| January 31, 2012 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 13, 2012, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 27, 2012 |
Regulation FD Disclosure - FORM 8-K 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): January 27, 2012 (January 27, 2012) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorp |
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| January 12, 2012 |
HealthSpring, Inc. Announces Stockholder Approval of Merger Agreement with Cigna Corporation Press Release EXHIBIT 99.1 Company Contact: Karey L. Witty Executive Vice President & Chief Financial Officer (615) 236-6197 [email protected] HealthSpring, Inc. Announces Stockholder Approval of Merger Agreement with Cigna Corporation NASHVILLE, TN (January 12, 2012) - HealthSpring, Inc. (NYSE:HS) today announced that its stockholders have voted to approve the adoption of the previousl |
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| January 12, 2012 |
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): January 12, 2012 (January 12, 2012) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorp |
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| December 15, 2011 |
DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 9, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| December 9, 2011 |
Press Release Exhibit 99.1 Company Contact: Karey L. Witty Executive Vice President & Chief Financial Officer (615) 236-6197 [email protected] HealthSpring, Inc. Announces Record Date and Meeting Date for Special Meeting of Stockholders in Connection with the Proposed Merger with Cigna Corporation NASHVILLE, TN (December 9, 2011) - HealthSpring, Inc. (NYSE:HS) today announced that it ha |
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| December 9, 2011 |
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): December 9, 2011 (December 9, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorp |
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| November 21, 2011 |
Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 16, 2011 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 2, 2011 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 30, 2011 For the Quarterly Period Ended September 30, 2011 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-1821898 (State or Other |
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| November 2, 2011 |
FORM OF AMENDED AND RESTATED EXECUTIVE SEVERANCE AND NONCOMPETITION Exhibit 10.1 FORM OF AMENDED AND RESTATED EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT THIS AMENDED AND RESTATED SEVERANCE AND NONCOMPETITION AGREEMENT (the “Agreement”), dated as of , 20 , by and between HealthSpring, Inc., a Delaware corporation (collectively with its Subsidiaries, the “Company”), and (“Employee”) hereby amends and replaces in its entirety that certain Severance and Noncompe |
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| October 27, 2011 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 27, 2011 |
exv2w1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 24, 2011 BY AND AMONG CIGNA CORPORATION, CIGNA MAGNOLIA CORP. AND HEALTHSPRING, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER; CERTAIN RELATED MATTERS Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation 2 Section 1.5 Bylaws 2 Section 1.6 Directors 2 Section 1.7 Of |
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| October 27, 2011 |
e8vk 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): October 27, 2011 (October 27, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of (Commissio |
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| October 27, 2011 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 24, 2011 BY AND AMONG CIGNA CORPORATION, CIGNA MAGNOLIA CORP. AND HEALTHSPRING, INC. TABLE OF CONTENTS Page ARTICLE I THE MERGER; CERTAIN RELATED MATTERS Section 1.1 The Merger 1 Section 1.2 Closing 2 Section 1.3 Effective Time 2 Section 1.4 Certificate of Incorporation 2 Section 1.5 Bylaws 2 Section 1.6 Directors 2 Section 1.7 Officers |
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| October 27, 2011 |
Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of October 24, 2011, among Cigna Corporation, a Delaware corporation (“Parent”) and Herbert A. Fritch (“Stockholder”). WHEREAS, in order to induce Parent and Cigna Magnolia Corp., a Delaware corporation, to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended from time to t |
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| October 27, 2011 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events Table of Contents 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): October 26, 2011 (October 24, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other Jurisdiction of Incorporation) 001 |
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| October 27, 2011 |
exv99w1 Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”), dated as of October 24, 2011, among Cigna Corporation, a Delaware corporation (“Parent”) and Herbert A. Fritch (“Stockholder”). WHEREAS, in order to induce Parent and Cigna Magnolia Corp., a Delaware corporation, to enter into the Agreement and Plan of Merger, dated as of the date hereof (as amended from t |
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| October 27, 2011 |
HealthSpring, Inc. Reports 2011 Third Quarter Results exv99w1 Exhibit 99.1 Company Contact: Karey L. Witty Executive Vice President & Chief Financial Officer (615) 236-6197 HealthSpring, Inc. Reports 2011 Third Quarter Results NASHVILLE, TN (October 27, 2011) — HealthSpring, Inc. (NYSE:HS) today announced its results for the third quarter ended September 30, 2011, which include the results of Bravo Health, Inc. (“Bravo Health”), acquired by the Compa |
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| October 24, 2011 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 24, 2011 |
exv99w1 Exhibit 99.1 Contacts: Ted Detrick, Investor Relations — (215) 761-1414, [email protected] Mariann Caprino, Media Relations — (860) 226-7251, [email protected] Karey L. Witty, EVP & CFO — (615) 236-6197, [email protected] CIGNA TO ACQUIRE HEALTHSPRING • Cigna Adds Industry Leading Medicare Solution to Its Global Portfolio • Combination Highly Aligned with Expanded |
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| October 24, 2011 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 24, 2011 |
Exhibit 99.1 Contacts: Ted Detrick, Investor Relations ? (215) 761-1414, [email protected] Mariann Caprino, Media Relations ? (860) 226-7251, [email protected] Karey L. Witty, EVP & CFO ? (615) 236-6197, [email protected] CIGNA TO ACQUIRE HEALTHSPRING ? Cigna Adds Industry Leading Medicare Solution to Its Global Portfolio ? Combination Highly Aligned with Expanded Consumer |
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| October 24, 2011 |
Exhibit 99.1 FINAL TRANSCRIPT CI ? Cigna to Acquire HealthSpring Event Date/Time: Oct. 24. 2011 / 12:45PM GMT THOMSON REUTERS STREETEVENTS www.streetevents.com Contact Us ?2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ?Thomson Reuters? |
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| October 24, 2011 |
defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| October 24, 2011 |
Exhibit 99.1 FINAL TRANSCRIPT CI — Cigna to Acquire HealthSpring Event Date/Time: Oct. 24. 2011 / 12:45PM GMT THOMSON REUTERS STREETEVENTS www.streetevents.com Contact Us ©2011 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ |
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| October 24, 2011 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 24, 2011 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 22, 2011 |
SECTION 302 CERTIFICATION BY CHIEF FINANCIAL OFFICER Exhibit 31.2A Exhibit 31.2A SECTION 302 CERTIFICATION BY CHIEF FINANCIAL OFFICER I, Karey L. Witty, Chief Financial Officer of HealthSpring, Inc., certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of HealthSpring, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to m |
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| September 22, 2011 |
SECTION 302 CERTIFICATION BY CHIEF EXECUTIVE OFFICER Exhibit 31.1A Exhibit 31.1A SECTION 302 CERTIFICATION BY CHIEF EXECUTIVE OFFICER I, Herbert A. Fritch, Chief Executive Officer of HealthSpring, Inc., certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of HealthSpring, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary t |
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| September 22, 2011 |
Form 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 22, 2011 |
Correspondence September 22, 2011 VIA EDGAR AND OVERNIGHT FEDEX Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: HealthSpring, Inc. Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 25, 2011 File No. 001-32739 Dear Mr. Rosenberg: The following sets forth the responses of H |
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| August 5, 2011 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 2, 2011 |
e8vk 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 2, 2011 (August 2, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of incorporat |
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| August 2, 2011 |
exv99w1 Exhibit 99.1 Company Contact: Karey L. Witty Executive Vice President & Chief Financial Officer (615) 236-6197 HealthSpring, Inc. Reports 2011 Second Quarter Results Increases 2011 Earnings Per Share Guidance Range to $3.95 to $4.20 NASHVILLE, TN (August 2, 2011) — HealthSpring, Inc. (NYSE:HS) today announced its results for the second quarter ended June 30, 2011, which include the results |
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| June 2, 2011 |
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): June 2, 2011 (May 26, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorporat |
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| May 3, 2011 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 28, 2011 |
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): April 28, 2011 (April 28, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorp |
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| April 28, 2011 |
Exhibit 99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2011 First Quarter Results Raises 2011 Earnings Per Share Guidance Range to $3.40 to $3.70 NASHVILLE, TN. (April 28, 2011) — HealthSpring, Inc. (NYSE:HS) today announced its results for the first quarter ended March 31, 2011, which include the results of Bravo Health |
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| April 15, 2011 |
defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 15, 2011 |
def14a Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 29, 2011 |
e8vk 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): March 29, 2011 (March 24, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other Jurisdiction of Incorporation) 001-32739 (Commissio |
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| March 29, 2011 |
HEALTHSPRING, INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENT exv1w1 Exhibit 1.1 Execution Copy HEALTHSPRING, INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: March 24, 2011 HEALTHSPRING, INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENT March 24, 2011 Goldman, Sachs & Co., As representative of the several Underwriters named in Schedule A-1 hereto (the “Representative”), Goldman, |
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| March 28, 2011 |
e424b2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-173044 Proposed Proposed Amount Maximum Maximum Amount of Title of Securities Being Being Offering Price Aggregate Registration Registered Registered Per Share Offering Price Fee Common Stock, par value $0.01 per share 8,625,000 $ 35.95 $ 310,068,750 (2) $ 35,998.98 (2) (1) Amount includes 1,125,000 shares that may be o |
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| March 24, 2011 |
As filed with the Securities and Exchange Commission on March 24, 2011 sv3asr Table of Contents As filed with the Securities and Exchange Commission on March 24, 2011 Registration Statement No. |
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| March 10, 2011 |
HealthSpring, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* HealthSpring, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42224N101 (CUSIP Number) February 28, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 25, 2011 |
FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 25, 2011 |
Explanatory Note Regarding Medicare Prescription Drug Contracts between HealthSpring, Inc. and CMS Exhibit 10.19 Explanatory Note Regarding Medicare Prescription Drug Contracts between HealthSpring, Inc. and CMS Certain subsidiaries of HealthSpring, Inc. (“HealthSpring”) and the Centers for Medicaid and Medicare Services have entered into separate contracts that allow the HealthSpring subsidiary to operate a Medicare prescription drug plan under 423 CFR Part 423. In each case, the contract desi |
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| February 25, 2011 |
HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Performance Vesting) Exhibit 10.8 Exhibit 10.8 HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Performance Vesting) THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 20 (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not o |
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| February 25, 2011 |
HEALTHSPRING, INC. PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) Exhibit 10.7 HEALTHSPRING, INC. PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) THIS PERFORMANCE RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and , (the “Grantee”). Capitalized terms not otherwise defined |
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| February 25, 2011 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT No. Legal Name State of Formation 1 NewQuest, LLC Texas 2 HealthSpring USA, LLC Tennessee 3 HealthSpring Management, Inc. Tennessee 4 HealthSpring of Tennessee, Inc. Tennessee 5 HealthSpring Employer Services, Inc. Tennessee 6 Tennessee Quest, LLC Tennessee 7 HealthSpring Life & Health Insurance Company, Inc. Texas 8 HealthSpring Management of America, L |
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| February 25, 2011 |
Explanatory Note Regarding Medicare Contracts between HealthSpring, Inc. and CMS Exhibit 10.18 Exhibit 10.18 Explanatory Note Regarding Medicare Contracts between HealthSpring, Inc. and CMS Certain subsidiaries of HealthSpring, Inc. (“HealthSpring”) and the Centers for Medicaid and Medicare Services have entered into 15 separate contracts that allow the HealthSpring subsidiary to provide Medicare services under 42 CFR Part 422. In each case, the relevant coordinated care contr |
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| February 18, 2011 |
HealthSpring, Inc. Reports 2010 Fourth Quarter and Full Year Results and Provides Guidance for 2011 Exhibit 99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2010 Fourth Quarter and Full Year Results and Provides Guidance for 2011 NASHVILLE, Tenn. (February 18, 2011) — HealthSpring, Inc. (NYSE:HS) today announced its results for the fourth quarter and year ended December 31, 2010. HealthSpring’s 2010 results include one m |
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| February 18, 2011 |
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): February 18, 2011 (February 18, 2011) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of |
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| February 14, 2011 |
HealthSpring, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HealthSpring, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 42224N101 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 11, 2011 |
Exhibit 99.2 Exhibit 99.2 Consolidated Financial Statements Bravo Health, Inc. and Subsidiaries Years Ended December 31, 2009 and 2008 With Report of Independent Auditors Bravo Health, Inc. and Subsidiaries Consolidated Financial Statements Years Ended December 31, 2009 and 2008 Contents Report of Independent Auditors 1 Audited Consolidated Financial Statements Consolidated Balance Sheets 2 Consol |
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| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HEALTHSPRING INC (Name of Issuer) Common Stock (Title of Class of Securities) 42224N101 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 11, 2011 |
Exhibit 99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On November 30, 2010, HealthSpring, Inc. (“Company”) completed the acquisition of Bravo Health, Inc. (“Bravo Health”) an operator of Medicare Advantage coordinated care plans in Pennsylvania, the Mid-Atlantic region, and Texas, and Medicare Part D stand-alone prescription drug plans in 43 states and the District |
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| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* HealthSpring, Inc. (Name of Issuer) Common Stock, $ 0.01 par value (Title of Class of Securities) 42224N 10 1 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 11, 2011 |
Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2011 (November 30, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction |
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| February 11, 2011 |
Exhibit 99.3 Exhibit 99.3 BRAVO HEALTH, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Contents Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009 2 Condensed Consolidated Statements of Income for the nine months ended September 30, 2010 and 2009 3 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30 |
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| December 2, 2010 |
Exhibit 99.1 Exhibit 99.1 HealthSpring Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Completes Acquisition of Bravo Health, Inc. Company also Announces Addition of Jeffrey Folick to Board of Directors NASHVILLE, TN (November 30, 2010) — HealthSpring, Inc. (NYSE:HS) today announced that it has completed the previously announced acquisition of Bravo Healt |
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| December 2, 2010 |
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): December 2, 2010 (November 30, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of I |
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| December 2, 2010 |
Amended and Restated Agreement and Plan of Merger Exhibit 2.1 EXECUTION COPY Amended and Restated Agreement and Plan of Merger This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 30, 2010 by and among HealthSpring, Inc., a Delaware corporation (“Acquiror”), BHI Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Acquiror (“Merger Sub”), Bravo Heal |
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| November 1, 2010 |
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): November 1, 2010 (November 1, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of In |
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| October 29, 2010 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| October 28, 2010 |
AMENDMENT AND RESTATEMENT AGREEMENT Dated as of October 22, 2010 Exhibit 10.1 Exhibit 10.1 EXECUTION COPY AMENDMENT AND RESTATEMENT AGREEMENT Dated as of October 22, 2010 THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is made as of October 22, 2010 by and among Healthspring, Inc. (the “Borrower”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”), JPMorgan Chase Bank, N.A., in its capacity as syndication |
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| October 28, 2010 |
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): October 28, 2010 (October 22, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of In |
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| October 28, 2010 |
Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2010 Third Quarter Results Increases 2010 Earnings Per Share Guidance Range to $3.20 to $3.30 NASHVILLE, TN (October 28, 2010) — HealthSpring, Inc. (NYSE:HS) today announced its results for the third quarter ended September 30, 2010. Highlights for the 2010 third quarter included |
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| September 29, 2010 |
HEALTHSPRING, INC. ANNOUNCES THE ADDITION OF JOHN T. FOX TO ITS BOARD OF DIRECTORS Exhibit 99.1 Exhibit 99.1 HealthSpring Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HEALTHSPRING, INC. ANNOUNCES THE ADDITION OF JOHN T. FOX TO ITS BOARD OF DIRECTORS NASHVILLE, TN (September 28, 2010) – HealthSpring, Inc. (NYSE:HS) today announced that John T. Fox, President and Chief Executive Officer of Emory Healthcare, Inc., has joined its Board of Directors. Fox’s |
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| September 29, 2010 |
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): September 29, 2010 (September 28, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorpo |
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| August 31, 2010 |
Exhibit 2.1 Exhibit 2.1 EXECUTION COPY Agreement and Plan of Merger This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 26, 2010 by and among HealthSpring, Inc., a Delaware corporation (“Acquiror”), BHI Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Acquiror (“Merger Sub”), Bravo Health, Inc., a Delaware corporation |
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| August 31, 2010 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 31, 2010 (August 26, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorporation |
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| August 31, 2010 |
HealthSpring, Inc. Senior Secured Credit Facilities Commitment Letter Exhibit 99.1 Exhibit 99.1 August 26, 2010 HealthSpring, Inc. Senior Secured Credit Facilities Commitment Letter HealthSpring, Inc. 9009 Carothers Parkway, Suite 501 Franklin, Tennessee 37067 Attention: Karey L. Witty, Chief Financial Officer Ladies and Gentlemen: HealthSpring, Inc. (the “Borrower” or “you”) has advised J.P. Morgan Securities Inc. (“JPMorgan”), JPMorgan Chase Bank, N.A. (“JPMCB”), |
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| August 27, 2010 |
HealthSpring, Inc. to Acquire Bravo Health, Inc. Exhibit 99.1 Exhibit 99.1 HealthSpring Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. to Acquire Bravo Health, Inc. Highlights of Transaction: • Adds Over 100,000 Medicare Advantage and 290,000 PDP Members • Creates Seventh Largest Medicare Advantage Plan in the Country • Immediately Accretive to Earnings • Transaction Expected to Close by Year-end NASHV |
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| August 27, 2010 |
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): August 27, 2010 (August 27, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Inco |
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| July 30, 2010 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| July 30, 2010 |
NON-EMPLOYEE DIRECTOR COMPENSATION Exhibit 10.1 Exhibit 10.1 Approved May 27, 2010 NON-EMPLOYEE DIRECTOR COMPENSATION • Annual Retainers: $50,000, plus • Audit Committee: • Chair: $35,000 • Member: $25,000 • Other Committee: • Chair: $20,000 • Member: $12,500 Note: These retainers will be payable on a quarterly basis, generally in advance, with the first payment of the term being made for the quarter beginning July 1 following the |
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| July 29, 2010 |
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 29, 2010 (July 29, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorpor |
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| July 29, 2010 |
Exhibit 99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2010 Second Quarter Results Increases 2010 Earnings Per Share Guidance Range to $3.15 to $3.25 NASHVILLE, TN (July 29, 2010) — HealthSpring, Inc. (NYSE:HS) today announced its results for the second quarter ended June 30, 2010. Highlights for the 2010 second quarter |
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| June 1, 2010 |
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors) Exhibit 10.4 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors) THIS RESTRICTED SHARE AWARD AGREEMENT (this ?Agreement?) is made and entered into as of the day of , 20 (the ?Grant Date?), between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries, the ?Company?), and (the ?Grantee?). Capitalized terms not otherwise defined herein shall have the meaning ascribed |
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| June 1, 2010 |
HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 10.2 Exhibit 10.2 HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 20 (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herei |
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| June 1, 2010 |
As filed with Securities and Exchange Commission on June 1, 2010 Form S-8 As filed with Securities and Exchange Commission on June 1, 2010 Registration No. |
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| June 1, 2010 |
HEALTHSPRING, INC. ANNOUNCES MANAGEMENT CHANGES Exhibit 99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HEALTHSPRING, INC. ANNOUNCES MANAGEMENT CHANGES NASHVILLE, Tenn. (May 28, 2010) — HealthSpring, Inc. (NYSE:HS) today announced that, effective June 1, Sharad Mansukani, M.D., will become Vice Chairman — Strategic Planning of the Board of Directors and cease to be an executive officer and part- |
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| June 1, 2010 |
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): June 1, 2010 (May 27, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of incorporat |
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| June 1, 2010 |
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) Exhibit 10.3 Exhibit 10.3 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of, 20 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and , (the “Grantee”). Capitalized terms not otherwise defined herein shal |
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| May 12, 2010 |
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): May 12, 2010 (May 10, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorporat |
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| May 12, 2010 |
HEALTHSPRING, INC. BOARD APPROVES $100.0 MILLION STOCK REPURCHASE PROGRAM Exhibit 99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HEALTHSPRING, INC. BOARD APPROVES $100.0 MILLION STOCK REPURCHASE PROGRAM NASHVILLE, Tenn. (May 10, 2010) — HealthSpring, Inc. (NYSE:HS) today announced that its Board of Directors has authorized a stock repurchase program of up to $100.0 million of the Company’s common stock. Any stock repurc |
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| April 30, 2010 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 29, 2010 |
Exhibit 99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2010 First Quarter Results Increases 2010 Earnings Per Share Guidance Range to $2.60 to $2.75 NASHVILLE, Tenn. (April 29, 2010) — HealthSpring, Inc. (NYSE:HS) today announced its results for the first quarter ended March 31, 2010. Highlights for the 2010 first quarte |
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| April 29, 2010 |
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): April 29, 2010 (April 29, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorp |
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| April 16, 2010 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 16, 2010 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 18, 2010 |
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): March 18, 2010 (March 12, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorp |
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| March 18, 2010 |
HEALTHSPRING, INC. EXECUTIVE OFFICER CASH BONUS PLAN Exhibit 10.1 Exhibit 10.1 HEALTHSPRING, INC. EXECUTIVE OFFICER CASH BONUS PLAN Purpose and Administration of the Plan This executive officer cash bonus plan (the “Bonus Plan”) has been established by HealthSpring, Inc. (the “Company”) to encourage the achieving or exceeding of annual financial and other performance targets that the Company believes will drive stockholder value and stock price appr |
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| March 8, 2010 |
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): March 8, 2010 (March 2, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorpor |
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| February 12, 2010 |
Exhibit 10.1 Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: CREDIT AGREEMENT Dated as of February 11, 2010 among HEALTHSPRING, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and THE OTHER LENDERS PARTY HERETO Ar |
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| February 12, 2010 |
sc13gza UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* HealthSpring, Inc. (Name of Issuer) Common Stock, $ 0.01 par value (Title of Class of Securities) 42224N 10 1 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 12, 2010 |
HealthSpring, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HealthSpring, Inc. (Name of issuer) Common Stock (Title of class of securities) 42224N101 (CUSIP number) December 31, 2009 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant |
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| February 12, 2010 |
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): February 12, 2010 (February 11, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incor |
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| February 12, 2010 |
HealthSpring Enters Into New $350 Million Credit Facility Company Revises 2010 EPS Guidance Exhibit 99.1 Exhibit 99.1 Company Contact: J. Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring Enters Into New $350 Million Credit Facility Company Revises 2010 EPS Guidance NASHVILLE, Tenn. (February 11, 2010) — HealthSpring, Inc. (NYSE:HS) today announced that it has entered into a new $350 million senior secured credit facility. The new agreement consists of $175 mill |
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| February 11, 2010 |
Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| February 11, 2010 |
Exhibit 10.25 Exhibit 10.25 Contract with Eligible Medicare Advantage (MA) Organization Pursuant to Sections 1851 through 1859 of the Social Security Act for the Operation of a Medicare Advantage Coordinated Care Plan(s) CONTRACT (#H2165) Between Centers for Medicare & Medicaid Services (hereinafter referred to as CMS) and HealthSpring Life & Health Insurance Company Inc. (hereinafter referred to |
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| February 11, 2010 |
Exhibit 10.24 Exhibit 10.24 Contract with Eligible Medicare Advantage (MA) Organization Pursuant to Sections 1851 through 1859 of the Social Security Act for the Operation of a Medicare Advantage Coordinated Care Plan(s) CONTRACT (#H7787) Between Centers for Medicare & Medicaid Services (hereinafter referred to as CMS) and HEALTHSPRING LIFE & HEALTH INSURANCE COMPANY, INC. (hereinafter referred to |
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| February 11, 2010 |
HEALTHSPRING, INC. 2009 EXECUTIVE OFFICER CASH BONUS PLAN Exhibit 10.13 Exhibit 10.13 HEALTHSPRING, INC. 2009 EXECUTIVE OFFICER CASH BONUS PLAN Purpose and Administration of the Plan This 2009 executive officer cash bonus plan (the “Bonus Plan”) has been established by HealthSpring, Inc. (the “Company”) to encourage the achieving or exceeding of annual financial targets that the Company believes will drive stockholder value and stock price appreciation i |
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| February 11, 2010 |
Exhibit 10.33 Exhibit 10.33 [THOSE PORTIONS OF THIS AGREEMENT THAT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO HEALTHSPRING, INC.’S APPLICATION REQUESTING CONFIDENTIAL TREATMENT ARE MARKED “[***]” HEREIN.] SECOND AMENDMENT TO AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT This Second Amendment, effective as of November 1, 2009 (“Amendment E |
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| February 11, 2010 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT 1. NewQuest, LLC — Texas 2. HealthSpring Management, Inc. — Tennessee 3. HealthSpring of Tennessee, Inc. — Tennessee 4. HealthSpring Employer Services, Inc. — Tennessee 5. HealthSpring USA, LLC — Tennessee 6. Tennessee Quest, LLC — Tennessee 7. HealthSpring of Alabama, Inc. — Alabama 8. NewQuest Management of Alabama, LLC — Alabama 9. Texas |
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| February 8, 2010 |
HealthSpring, Inc. Reports 2009 Fourth Quarter and Full Year Results and Provides Guidance for 2010 EX-99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2009 Fourth Quarter and Full Year Results and Provides Guidance for 2010 NASHVILLE, Tenn. (February 8, 2010) — HealthSpring, Inc. (NYSE:HS) today announced its results for the fourth quarter and year ended December 31, 2009. Highlights included: • Net income in the 2009 f |
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| February 8, 2010 |
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): February 8, 2010 (February 8, 2010) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of Incorpo |
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| February 5, 2010 |
Correspondence February 5, 2010 VIA EDGAR AND OVERNIGHT FEDEX Jeffrey Riedler Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F. |
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| December 17, 2009 |
Correspondence December 17, 2009 VIA EDGAR AND OVERNIGHT FEDEX Jeffrey Riedler Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F. |
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| December 14, 2009 |
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): December 14, 2009 (December 10, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of |
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| December 14, 2009 |
FORM OF EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT Exhibit 10.1 Exhibit 10.1 FORM OF EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT THIS SEVERANCE AND NONCOMPETITION AGREEMENT (the “Agreement”), dated as of , is by and between HealthSpring, Inc., a Delaware corporation (collectively with its Subsidiaries, the “Company”), and (“Employee”). WHEREAS, the Company and Employee have each agreed to execute this Agreement to provide for the rights and o |
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| October 29, 2009 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| October 29, 2009 |
Exhibit 99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2009 Third Quarter Results Increases 2009 Earnings Per Share Guidance to $2.30 to $2.40 NASHVILLE, Tenn. (October 29, 2009) — HealthSpring, Inc. (NYSE:HS) today announced its results for the third quarter and nine months ended September 30, 2009. Highlights for the 2 |
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| October 29, 2009 |
FIRST AMENDMENT TO AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT Exhibit 10.1 Exhibit 10.1 FIRST AMENDMENT TO AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT This FIRST AMENDMENT hereby amends the Amended and Restated Management Services Agreement, dated January 1, 2009, (as amended, the “MSA”), between Argus Health Systems, Inc. (“Argus”) and HealthSpring of Tennessee, Inc., a Tennessee corporation; HealthSpring of Tennessee, Inc., a Tennessee corporation d/b |
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| October 29, 2009 |
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): October 29, 2009 (October 29, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 001-32739 20-1821898 (State or other Jurisdiction of In |
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| September 25, 2009 |
e8vk 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): September 25, 2009 (September 22, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of (Commi |
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| August 28, 2009 |
e8vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2009 |
e8vk 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 4, 2009 (August 4, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-32739 (Commissio |
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| August 4, 2009 |
HEALTHSPRING, INC. SEVERANCE AND NONCOMPETITION AGREEMENT exv10w2 Exhibit 10.2 HEALTHSPRING, INC. SEVERANCE AND NONCOMPETITION AGREEMENT THIS SEVERANCE AND NONCOMPETITION AGREEMENT (the “Agreement”), dated as of July 30, 2009, is by and between HealthSpring, Inc., a Delaware corporation (the “Company”), and Michael G. Mirt (“Executive”). WHEREAS, Executive currently serves as President and Chief Operating Officer of the Company and, as a condition of suc |
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| August 4, 2009 |
HEALTHSPRING, INC. SEVERANCE AND NONCOMPETITION AGREEMENT exv10w1 Exhibit 10.1 HEALTHSPRING, INC. SEVERANCE AND NONCOMPETITION AGREEMENT THIS SEVERANCE AND NONCOMPETITION AGREEMENT (the “Agreement”), dated as of July 30, 2009, is by and between HealthSpring, Inc., a Delaware corporation (the “Company”), and Karey L. Witty (“Executive”). WHEREAS, Executive has accepted the Company’s offer to serve as Executive Vice President and Chief Financial Officer of |
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| August 4, 2009 |
exv99w1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2009 Second Quarter Results Increases 2009 Earnings Per Share Guidance to $2.10 to $2.25 NASHVILLE, Tenn. (August 4, 2009) — HealthSpring, Inc. (NYSE:HS) today announced its results for the second quarter and six months ended June 30, 2009. Highlights for the 2009 second |
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| August 4, 2009 |
e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 4, 2009 |
e8vk 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): June 4, 2009 (June 1, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-32739 (Commission Fi |
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| May 1, 2009 |
EX-10.1 Exhibit 10.1 [Those portions of this agreement that have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to HealthSpring, Inc.’s application requesting confidential treatment are marked “[***]” herein.] AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT THIS AMENDED & RESTATED MANAGEMENT SERVICES AGREEMENT (“MSA”), effective as of January 1, 2009 ( |
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| May 1, 2009 |
HEALTHSPRING, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.2 Exhibit 10.2 HEALTHSPRING, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 19th day of April, 2009 (the “Effective Date”) between HealthSpring, Inc., a Delaware corporation (the “Company”), and Gerald V. Coil (“Executive”). WHEREAS, Company and Executive entered into that certain Employment Agreement as of D |
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| May 1, 2009 |
FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 30, 2009 |
e8vk 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 30, 2009 (April 30, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of incorporation) |
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| April 30, 2009 |
HealthSpring, Inc. Reports 2009 First Quarter Results EX-99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer (615) 236-6200 HealthSpring, Inc. Reports 2009 First Quarter Results NASHVILLE, Tenn. (April 30, 2009) — HealthSpring, Inc. (NYSE:HS) today announced its results for the quarter ended March 31, 2009. Highlights for the 2009 first quarter included: • Net income of $20.6 million, or $0.38 per diluted share, compare |
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| April 9, 2009 |
Form DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6( |
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| April 9, 2009 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 25, 2009 |
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): March 25, 2009 (March 19, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of incorporation) |
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| March 11, 2009 |
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): March 11, 2009 (March 11, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-32739 (Commission |
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| March 4, 2009 |
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): March 3, 2009 (February 26, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-32739 (Com |
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| February 25, 2009 |
EX-18.1 Exhibit 18.1 February 23, 2009 HealthSpring, Inc. 9009 Carothers Parkway, Suite 501 Franklin, Tennessee 37067 Ladies and Gentlemen: We have audited the consolidated balance sheets of HealthSpring, Inc. and subsidiaries (the Company) as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of |
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| February 25, 2009 |
HEALTHSPRING, INC. Amended and Restated 2008 Management Stock Purchase Plan Exhibit 10.9 HEALTHSPRING, INC. Amended and Restated 2008 Management Stock Purchase Plan 1. Purposes; Construction. This Plan shall be known as the “HealthSpring Amended and Restated 2008 Management Stock Purchase Plan” and is hereinafter referred to as the “Plan.” The purposes of the Plan are to attract and retain highly-qualified executives, to align executive and stockholder long-term interests |
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| February 25, 2009 |
HEALTHSPRING, INC. RESTRICTED SHARE AGREEMENT (MSPP) EX-10.10 Exhibit 10.10 HEALTHSPRING, INC. RESTRICTED SHARE AGREEMENT (MSPP) THIS RESTRICTED SHARE AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2009 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the “Company”), and , (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthSpring, |
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| February 25, 2009 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number 001-32739 HealthSp |
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| February 25, 2009 |
SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT 1. NewQuest, LLC ? Texas 2. HealthSpring Management, Inc. ? Tennessee 3. HealthSpring of Tennessee, Inc. ? Tennessee 4. HealthSpring Employer Services, Inc. ? Tennessee 5. Signature Health Alliance, Inc. ? Tennessee 6. HealthSpring USA, LLC ? Tennessee 7. Tennessee Quest, LLC ? Tennessee 8. HealthSpring of Alabama, Inc. ? Alabama 9. NewQuest Management o |
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| February 13, 2009 |
Form SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) HealthSpring, Inc. (Name of Issuer) Common Stock, $ 0.01 par value (Title of Class of Securities) 42224N 10 1 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 10, 2009 |
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): February 10, 2009 (February 10, 2009) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of inco |
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| February 10, 2009 |
HealthSpring, Inc. Reports 2008 Fourth Quarter and Full-Year Results and Provides Guidance for 2009 EX-99.1 Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer HealthSpring, Inc. (615) 236-6200 HealthSpring, Inc. Reports 2008 Fourth Quarter and Full-Year Results and Provides Guidance for 2009 NASHVILLE, Tenn. (February 10, 2009) — HealthSpring, Inc. (NYSE:HS) today announced its results for the fourth quarter and year ended December 31, 2008. The results of Leon Medical |
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| February 6, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* HEALTHSPRING, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 42224N101 (CUSIP Number) December 31, 2008 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| November 21, 2008 |
HEALTHSPRING, INC. ANNOUNCES RETIREMENT OF CHIEF FINANCIAL OFFICER, KEVIN M. MCNAMARA EX-99.1 Exhibit 99.1 Company Contact: J. Lankford Wade Senior Vice President & Treasurer HealthSpring, Inc. (615) 236-6200 HEALTHSPRING, INC. ANNOUNCES RETIREMENT OF CHIEF FINANCIAL OFFICER, KEVIN M. MCNAMARA NASHVILLE, Tenn. (November 20, 2008) — HealthSpring, Inc. (NYSE:HS) today announced that Kevin M. McNamara, Executive Vice President and Chief Financial Officer, will retire effective May 31, |
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| November 21, 2008 |
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): November 21, 2008 (November 20, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of (Com |
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| November 14, 2008 |
SEC CORRESP November 14, 2008 VIA EDGAR AND OVERNIGHT COURIER Mr. Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission Division of Corporation Finance — Mail Stop 6010 Washington, D.C. 20549 Re: HealthSpring, Inc. Form 10-K for the Year Ended December 31, 2007 Filed February 29, 2008 File No. 001-32739 Dear Mr. Rosenberg: The following sets forth the |
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| November 4, 2008 |
HEALTHSPRING, INC. 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2008 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-1821898 (State or |
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| November 4, 2008 |
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): November 4, 2008 (October 30, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of (Commi |
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| October 31, 2008 |
HealthSpring, Inc. October 31, 2008 VIA EDGAR AND OVERNIGHT COURIER Mr. Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission Division of Corporation Finance — Mail Stop 6010 Washington, D.C. 20549 Re: HealthSpring, Inc. (“HealthSpring”) Form 10-K for the Year Ended December 31, 2007 (“2007 Form 10-K”) Filed February 29, 2008 File No. 001-32739 Dear Mr |
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| October 31, 2008 |
Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer HealthSpring, Inc. (615) 236-6200 HealthSpring, Inc. Reports 2008 Third Quarter Results Increases 2008 Earnings Per Share Guidance to $2.10 to $2.20 NASHVILLE, Tenn. (October 31, 2008) — HealthSpring, Inc. (NYSE:HS) today announced its results for the third quarter and nine months ended September 30, 2008. Results for 20 |
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| October 31, 2008 |
HealthSpring, Inc. 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): October 31, 2008 (October 31, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction |
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| September 11, 2008 |
HEALTHSPRING, INC. - CORRESPONDENCE TO THE SEC September 11, 2008 VIA EDGAR AND OVERNIGHT COURIER Mr. Jim B. Rosenberg Senior Assistant Chief Accountant United States Securities and Exchange Commission Division of Corporation Finance — Mail Stop 6010 Washington, D.C. 20549 Re: HealthSpring, Inc. Form 10-K for the Year Ended December 31, 2007 Filed February 29, 2008 File No. 001-32739 Dear Mr. Rose |
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| August 1, 2008 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2008 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or O |
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| July 30, 2008 |
HealthSpring, Inc. 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 29, 2008 (July 29, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-3273 |
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| July 30, 2008 |
Exhibit 99.1 Company Contact: Lankford Wade Senior Vice President & Treasurer HealthSpring, Inc. (615) 236-6200 HealthSpring, Inc. Reports 2008 Second Quarter Results ??????????????? Increases 2008 Earnings Per Share Guidance to $2.05 to $2.15 NASHVILLE, Tenn. (July 29, 2008) ? HealthSpring, Inc. (NYSE:HS) today announced its results for the second quarter and six months ended June 30, 2008, and i |
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| June 9, 2008 |
HEALTHSPRING, INC. AFFIRMS 2008 EARNINGS GUIDANCE AND PROVIDES UPDATE ON STOCK REPURCHASE PROGRAM EX-99.1 Press Release issued by HealthSpring, Inc. Exhibit 99.1 Company Contact: J. Lankford Wade Senior Vice President (615) 236-6200 HEALTHSPRING, INC. AFFIRMS 2008 EARNINGS GUIDANCE AND PROVIDES UPDATE ON STOCK REPURCHASE PROGRAM NASHVILLE, Tenn. (June 9, 2008) — HealthSpring, Inc. (NYSE:HS) today announced that, in meetings scheduled with investors over the next two weeks, management will affi |
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| June 9, 2008 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 9, 2008 (June 9, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of (Commission (IRS Employ |
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| May 23, 2008 |
HealthSpring, Inc. 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): May 23, 2008 (May 20, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 001-32739 |
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| May 23, 2008 |
As filed with Securities and Exchange Commission on May 23, 2008 HealthSpring, Inc. Table of Contents As filed with Securities and Exchange Commission on May 23, 2008 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTHSPRING, INC. (Exact name of registrant as specified in its charter) Delaware 20-1821898 (State or other jurisdiction (I.R.S. Employer |
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| May 2, 2008 |
HealthSpring, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2008 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-1821898 (State or Other Jur |
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| May 2, 2008 |
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) Ex-10.1 Form of Restricted Share Award Agreement EXHIBIT 10.1 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into to be effective as of the th day of , 2008 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the “Company”), and , (the “Grantee”). Capitalized terms not oth |
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| April 30, 2008 |
HealthSpring, Inc. Reports 2008 First Quarter Results Increases 2008 Earnings Guidance EX-99.1 Press Release issued by HealthSpring, Inc. Company Contact: Lankford Wade Senior Vice President & Treasurer HealthSpring, Inc. (615) 236-6200 HealthSpring, Inc. Reports 2008 First Quarter Results Increases 2008 Earnings Guidance NASHVILLE, Tenn. (April 29, 2008) — HealthSpring, Inc. (NYSE:HS) today announced its results for the quarter ended March 31, 2008, and increased its earnings per s |
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| April 30, 2008 |
Healthspring, Inc. 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 29, 2008 (April 29, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of |
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| April 18, 2008 |
HealthSpring, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as p |
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| February 29, 2008 |
Healthspring, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number |
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| February 29, 2008 |
Ex-10.24 EXHIBIT 10.24 Contract with Eligible Medicare Advantage (MA) Organization Pursuant to Sections 1851 through 1859 of the Social Security Act for the Operation of a Medicare Advantage Coordinated Care Plan(s) CONTRACT (#H5410) Between Centers for Medicare & Medicaid Services (hereinafter referred to as CMS) and Leon Medical Centers Health Plans, Inc (hereinafter referred to as the MA Organi |
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| February 29, 2008 |
Exhibit 21.1 Subsidiaries of Registrant 1. NewQuest, LLC ? Texas 2. GulfQuest, L.P. ? Texas 3. HealthSpring Employer Services, Inc. ? Tennessee 4. HealthSpring of Tennessee, Inc. ? Tennessee 5. HealthSpring Management, Inc. ? Tennessee 6. HealthSpring of Alabama, Inc. ? Alabama 7. HealthSpring USA, LLC ? Tennessee 8. HouQuest, L.L.C. ? Delaware 9. NewQuest Management of Alabama, LLC ? Alabama 10. |
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| February 29, 2008 |
EX-10.31 EXHIBIT 10.31 (Contract Period May 1, 2005 to December 31, 2005) Contract With Eligible Medicare+Choice (M+C) Organization Pursuant to sections 1851 through 1859 of the Social Security Act for the operation of a Medicare+Choice coordinated care plan(s) Contract (P01307) Between Centers for Medicare & Medicaid Services (hereinafter referred to as CMS) and Leon Medical Centers Health Plans, |
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| February 29, 2008 |
EX-10.30 Novation Agreement Exhibit 10.30 NOVATION AGREEMENT FOR CHANGE OF OWNERSHIP OF A MEDICARE PRESCRIPTION DRUG PLAN (PDP) LINE OF BUSINESS Texas HealthSpring I, LLC, a Texas limited liability corporation duly organized and existing under the laws of the State of Texas, with its principal office in Houston, Texas which shall be referred to as the “Transferor”; HealthSpring of Tennessee, Inc., |
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| February 28, 2008 |
HealthSpring, Inc. 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): February 28, 2008 (February 26, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdicti |
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| February 14, 2008 |
HealthSpring, Inc. Reports 2007 Fourth Quarter and Full Year Results EX-99.1 Press Release Exhibit 99.1 Company Contact: Lankford Wade Vice President HealthSpring, Inc. (615) 236-6200 HealthSpring, Inc. Reports 2007 Fourth Quarter and Full Year Results NASHVILLE, Tenn. (February 13, 2008) — HealthSpring, Inc. (NYSE:HS) today announced its results for the fourth quarter and year ended December 31, 2007. Highlights included: • Net income of $26.2 million, or $0.46 pe |
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| February 14, 2008 |
HealthSpring, Inc. / Herbert A. Fritch SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) HealthSpring, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42224N 10 1 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 14, 2008 |
HealthSpring, Inc. 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): February 13, 2008 (February 13, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) |
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| January 23, 2008 |
HEALTHSPRING, INC. - 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): January 23, 2008 (January 23, 2008) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other j |
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| January 23, 2008 |
EX-99.1 PRESS RELEASE 01/23/08 EXHIBIT 99.1 Company Contact: J. Lankford Wade Vice President HealthSpring, Inc. (615) 236-6200 HealthSpring Provides Preliminary 2007 EPS Estimate and Announces 2008 Guidance at Its Investor Day Conference NASHVILLE, Tenn. (January 23, 2008) — Speaking at its Investor Day Conference in Miami, Florida, today, management of HealthSpring, Inc. (NYSE:HS) will provide a |
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| December 11, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2007 (October 1, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of incorporation |
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| December 11, 2007 |
EX-99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On October 1, 2007, the Company completed the acquisition of all of the outstanding capital stock of Leon Medical Centers Health Plans, Inc. (“LMC Health Plans”) pursuant to the terms of the Stock Purchase Agreement, dated as of August 9, 2007 (the “Stock Purchase Agreement”), by and among the Company, NewQuest, LMC H |
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| December 11, 2007 |
Exhibit 99.2 Leon Medical Centers Health Plans, Inc. Balance Sheets (Unaudited) June 30, December 31, 2007 2006 Current assets Cash and cash equivalents $ 88,856,801 $ 47,375,813 Premium receivable from CMS 6,293,595 783,726 Due from related parties 421,140 ? Reinsurance claims and other receivables 219,741 206,288 Deferred income taxes 85,320 854,984 Prepaid expenses and other current assets 300, |
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| December 11, 2007 |
Ex-99.1 Exhibit 99.1 Financial Statements Leon Medical Centers Health Plans, Inc. For the Years Ended December 31, 2006 and 2005 GARY R. GERSON, CPA RICHARD C. PRESTON, CPA JAMES P. ROBINSON, CPA ALAN S. ROSEN, CPA DONALD M. GERSON, CPA DANIEL S. KUSHNER, CPA STEVEN F. KLEIN, CPA DOROTHY S. EISENBERG, CPA ALAN A. LIPS, CPA STEPHEN R. TEPPER, CPA MANNY M. ILAGAN, CPA CALVIN BECKER, CPA ROBERT P. FE |
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| November 2, 2007 |
HEALTHSPRING, INC. INCENTIVE STOCK OPTION AGREEMENT Ex-10.2 Exhibit 10.2 HEALTHSPRING, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2007 (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herein shall hav |
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| November 2, 2007 |
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors) Ex-10.4 Exhibit 10.4 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors) THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2007 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the “Company”), and , (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in th |
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| November 2, 2007 |
HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT Ex-10.1 Exhibit 10.1 HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2007 (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herein s |
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| November 2, 2007 |
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) Ex-10.3 Exhibit 10.3 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees) THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2007 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the “Company”), and , (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to suc |
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| November 2, 2007 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2007 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation |
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| October 31, 2007 |
HealthSpring, Inc. Reports 2007 Third Quarter Results Increases 2007 Earnings Guidance EX-99.1 EXHIBIT 99.1 Company Contact: Lankford Wade Vice President HealthSpring, Inc. (615) 236-6200 HealthSpring, Inc. Reports 2007 Third Quarter Results Increases 2007 Earnings Guidance FRANKLIN, Tenn. (October 30, 2007) — HealthSpring, Inc. (NYSE:HS) today announced its results for the third quarter and nine months ended September 30, 2007. Highlights for the 2007 third quarter included: • Medi |
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| October 31, 2007 |
HEALTHSPRING, INC. - 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): October 30, 2007 (October 30, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other j |
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| October 4, 2007 |
Ex-10.1 Exhibit 10.1 EXECUTION VERSION CREDIT AND GUARANTY AGREEMENT dated as of October 1, 2007 among HEALTHSPRING, INC., as Borrower, CERTAIN SUBSIDIARIES OF HEALTHSPRING, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Lead Arranger and Collateral Agent, BANK OF AMERICA, N.A., CITIBANK, N.A. and UBS SECURITIES LLC as Co-Syndication Agents, and |
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| October 4, 2007 |
Ex-10.3 EXECUTION COPY EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 1, 2007 by and between HealthSpring, Inc., a Delaware corporation (the “Company”), and the Persons listed on the signature page to this Agreement (collectively, the “Sellers” and each individually, a “Seller”). All capitalized terms not otherwise defined in t |
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| October 4, 2007 |
HealthSpring, Inc. 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): October 4, 2007 (October 1, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction o |
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| October 4, 2007 |
Ex-10.2 EXECUTION COPY EXHIBIT 10.2 MEDICAL SERVICES AGREEMENT This MEDICAL SERVICES AGREEMENT (this “Agreement”) is hereby made and entered into effective as of October 1, 2007 (the “Effective Date”), by and between Leon Medical Centers Health Plans, Inc., a Florida corporation (“PLAN”), and Leon Medical Centers, Inc., a Florida corporation (“PROVIDER”). RECITALS WHEREAS, PLAN is a duly licensed |
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| September 17, 2007 |
Ex-10.1 EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made as of October 1, 2007 (the “Effective Date”), by and between Craig S. Schub (“Consultant”) and HealthSpring, Inc., a Delaware corporation (the “Company”). WHEREAS, Consultant has given the Company notice of his intent to resign and to terminate the Employment Agreement dated as of April 17, 2006 (the “Emp |
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| September 17, 2007 |
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): September 11, 2007 (September 17, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of incorporati |
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| September 17, 2007 |
HEALTHSPRING, INC. AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT Ex-10.2 EXHIBIT 10.2 HEALTHSPRING, INC. AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this 1st day of October, 2007, by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and Craig S. Schub (the “Optionee”). |
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| August 14, 2007 |
HealthSpring, Inc. 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 14, 2007 (August 9, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of |
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| August 14, 2007 |
Ex-10.2 Exhibit 10.2 AMENDMENT NO. 2, dated as of June 11, 2007 (this “Amendment”), with respect to the Credit Agreement dated as of April 21, 2006 (the “Credit Agreement”), among HealthSpring, Inc. (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, UBS Securities LLC, as Joint Lead Arranger and Joint Bookrunner, Citigroup Global Markets Inc., as Joint Lea |
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| August 14, 2007 |
Approved June 6, 2007 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Ex-10.1 Exhibit 10.1 Approved June 6, 2007 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY • Annual Retainers: $40,000, plus • Audit Committee: • Chair: $20,000 • Member: $12,500 • Other Committee: • Chair: $12,500 • Member: $7,500 Note: These retainers would be payable on a quarterly basis with the first payment of the term being made on or about the June 30 following the date of the annual meeting of |
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| August 14, 2007 |
HealthSpring, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2007 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-1821898 (State or Other Juri |
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| August 14, 2007 |
Ex-2.1 Exhibit 2.1 EXECUTION COPY Stock Purchase Agreement by and among Leon Medical Centers Health Plans, Inc., The Stockholders of Leon Medical Centers Health Plans, Inc., as Sellers, and NewQuest, LLC, as Buyer, and HealthSpring, Inc. August 9, 2007 TABLE OF CONTENTS SECTION 1. DEFINITIONS 1 1.1. Certain Defined Terms 1 1.2. Other Definitions 7 SECTION 2. PURCHASE AND SALE OF STOCK 9 2.1. Purch |
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| August 10, 2007 |
HealthSpring, Inc. 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 9, 2007 (August 9, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of |
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| August 1, 2007 |
HEALTHSPRING, INC. - 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 31, 2007 (July 31, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporatio |
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| August 1, 2007 |
HealthSpring, Inc. Reports 2007 Second Quarter Results Increases 2007 Earnings Guidance EX-99.1 EXHIBIT 99.1 Company Contact: Lankford Wade Vice President HealthSpring, Inc. (615) 401-4632 HealthSpring, Inc. Reports 2007 Second Quarter Results Increases 2007 Earnings Guidance NASHVILLE, Tenn. (July 31, 2007) — HealthSpring, Inc. (NYSE:HS) today announced its results for the second quarter and six months ended June 30, 2007. Highlights for the 2007 second quarter included: • Medicare |
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| June 28, 2007 |
HEALTHSPRING, INC. - 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): June 28, 2007 (June 28, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporatio |
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| June 28, 2007 |
44 Vantage Way, Suite 300 Nashville, TN 37228 (615) 291-7000 (615) 401-4566 (fax) EX-99.1 LETTER 06/28/07 EXHIBIT 99.1 June 28, 2007 Conrad L. Bringsjord Clinton Group, Inc. 9 West 57th Street New York, NY 10019 Dear Mr. Bringsjord: We have received your letter to the Board of Directors dated June 26, 2007 and reviewed your Schedule 13D filing made yesterday, both of which we have brought to the Board’s attention. The views of our stockholders are very important to us and we we |
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| June 26, 2007 |
HealthSpring, Inc. 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): June 26, 2007 (June 20, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of (C |
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| June 12, 2007 |
Ex-99.1 Exhibit 99.1 Company Contact: Lankford Wade Vice President HealthSpring, Inc. (615) 401-4632 HEALTHSPRING ANNOUNCES CONTINUATION OF INCREASED MEDICAL COST TRENDS LOWERS ANNUAL EPS GUIDANCE FOR 2007 AUTHORIZES STOCK REPURCHASE PROGRAM NASHVILLE, Tenn., June 12, 2007 — HealthSpring, Inc. (NYSE:HS) announced today that the adverse medical cost trends reported in the first quarter of 2007 have |
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| June 12, 2007 |
HealthSpring, Inc. 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): June 12, 2007 (June 12, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of (C |
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| May 14, 2007 |
HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT Ex-10.2 EXHIBIT 10.2 HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2007 (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herein s |
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| May 14, 2007 |
HEALTHSPRING, INC. 2006 EQUITY INCENTIVE PLAN, as amended Ex-10.1 EXHIBIT 10.1 HEALTHSPRING, INC. 2006 EQUITY INCENTIVE PLAN, as amended TABLE OF CONTENTS Tab Section 1. Purpose 1 Section 2. Definitions 1 Section 3. Administration 4 Section 4. Shares Available For Awards 5 Section 5. Eligibility 6 Section 6. Stock Options And Stock Appreciation Rights 6 Section 7. Restricted Shares And Restricted Share Units 8 Section 8. Performance Awards 9 Section 9. O |
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| May 14, 2007 |
HealthSpring, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2007 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction o |
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| May 14, 2007 |
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officer and Employee) Ex-10.4 EXHIBIT 10.4 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officer and Employee) THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2007 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation, together with its subsidiaries (the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have |
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| May 14, 2007 |
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors) Ex-10.5 EXHIBIT 10.5 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors) THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2007 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the “Company”), and , the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the |
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| May 14, 2007 |
HEALTHSPRING, INC. INCENTIVE STOCK OPTION AGREEMENT Ex-10.3 EXHIBIT 10.3 HEALTHSPRING, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 2007 (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herein shall hav |
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| May 3, 2007 |
HealthSpring, Inc. 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): May 2, 2007 (May 2, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of (Commi |
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| May 3, 2007 |
Ex-99.1 EXHIBIT 99.1 Company Contact: Lankford Wade Vice President HealthSpring, Inc. (615) 401-4632 HealthSpring, Inc. Reports 2007 First Quarter Results First Quarter Net Income of $14.1 Million, or $0.25 per Diluted Share NASHVILLE, Tenn. (May 2, 2007) — HealthSpring, Inc. (NYSE:HS) today announced its results for the first quarter ended March 31, 2007. Highlights included: • Medicare Advantage |
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| April 30, 2007 |
Healthspring, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as p |
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| April 3, 2007 |
HealthSpring, Inc. 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 3, 2007 (March 29, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdiction of ( |
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| March 14, 2007 |
EX-21.1 SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of Registrant 1. NewQuest, Inc. - Delaware 2. NewQuest, LLC - Texas 3. GulfQuest, L.P. - Texas 4. HealthSpring Employer Services, Inc. - Tennessee 5. HealthSpring of Tennessee, Inc. - Tennessee 6. HealthSpring Management, Inc. - Tennessee 7. HealthSpring of Alabama, Inc. - Alabama 8. HealthSpring of Illinois I, Inc. - Illinois 9. Hea |
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| March 14, 2007 |
HEALTHSPRING, INC. - FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission |
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| February 21, 2007 |
Ex-99.1 Company Contact: Lankford Wade Vice President HealthSpring, Inc. (615) 401-4632 HealthSpring, Inc. Reports 2006 Fourth Quarter and Full Year Results Fourth Quarter Net Income of $20.1 Million, or $0.35 per Diluted Share NASHVILLE, Tenn. (February 21, 2007) — HealthSpring, Inc. (NYSE:HS) today announced its results for the fourth quarter and year ended December 31, 2006. Highlights included |
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| February 21, 2007 |
HealthSpring, Inc. 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): February 21, 2007 (February 21, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or other jurisdicti |
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| February 14, 2007 |
HealthSpring, Inc. OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...10.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HealthSpring, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 42224N 10 1 (CUSIP Number) |
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| February 9, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Healthspring Inc. (Name of Issuer) Class A Common (Title of Class of Securities) 42224N101 (CUSIP Number) January 29, 2007 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| February 8, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Healthspring Inc. (Name of Issuer) Class A Common (Title of Class of Securities) 42224N101 (CUSIP Number) December 31, 2006 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 25, 2007 |
Healthspring, Inc. Table of Contents 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): January 24, 2007 (January 22, 2007) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of |
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| December 27, 2006 |
HEALTHSPRING, INC. - FORM 8-K Table of Contents 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): December 27, 2006 (December 20, 2006) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other ju |
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| December 27, 2006 |
Exhibit 99.1 Company Contact: J. Gentry Barden, Esq. Senior Vice President & General Counsel HealthSpring, Inc. (615) 401-4531 HealthSpring, Inc. Announces Retirement of Jeffrey L. Rothenberger, Executive Vice President and Chief Operating Officer Gerald V. Coil Named as Successor NASHVILLE, Tenn. (December 20, 2006) ? HealthSpring, Inc. (NYSE:HS) today announced the retirement of Jeffrey L. Rothe |
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| December 27, 2006 |
HEALTHSPRING, INC. EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 HEALTHSPRING, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of this 29th day of December, 2006 (the “Effective Date”) between HealthSpring, Inc., a Delaware corporation (the “Company”), and Gerald V. Coil (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby ackn |
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| November 9, 2006 |
HealthSpring, Inc. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2006 Commission File Number: 001-32739 HealthSpring, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 20-1821898 (State or Oth |
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| November 3, 2006 |
Ex-99.1 NEWQUEST, LLC NEWQUEST MANAGEMENT OF FLORIDA, LLC 44 VANTAGE WAY SUITE 300 NASHVILLE, TENNESSEE 37228 November 1, 2006 America’s Health Choice Medical Plans, Inc. 1175 South U.S. Highway 1 Vero Beach, Florida 32962 Attention: Dr. Walter Janke, Chief Executive Officer Dr. Walter Janke 2136 Porpoise Point Lane N. Vero Beach, Florida 33963 Re: Mutual Termination of Stock Purchase Agreement De |
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| November 3, 2006 |
HealthSpring, Inc. Table of Contents 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): November 3, 2006 (November 1, 2006) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of |
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| November 3, 2006 |
Ex-99.2 Exhibit 99.2 Company Contact: J. Gentry Barden, Esq. Senior Vice President & General Counsel HealthSpring, Inc. (615) 401-4531 HealthSpring, Inc. Reports 2006 Third Quarter Results; Increases 2006 GAAP EPS Guidance to $1.36-$1.43 Net Income of $31.1 Million, or $0.54 per Diluted Share NASHVILLE, Tenn. (November 2, 2006) — HealthSpring, Inc. (NYSE:HS) today announced its results for the thi |
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| October 10, 2006 |
HealthSpring, Inc. Table of Contents 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): October 10, 2006 (October 10, 2006) HEALTHSPRING, INC. (Exact name of registrant as specified in charter) Delaware 001-32739 20-1821898 (State or |
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| October 10, 2006 |
HEALTHSPRING, INC. ANNOUNCES CLOSING OF SECONDARY OFFERING OF COMMON STOCK Ex-99.1 Exhibit 99.1 Company Contact: J. Gentry Barden, Esq. Senior Vice President & General Counsel HealthSpring, Inc. (615) 401-4531 HEALTHSPRING, INC. ANNOUNCES CLOSING OF SECONDARY OFFERING OF COMMON STOCK NASHVILLE, Tenn. (October 10, 2006) — HealthSpring, Inc. (NYSE:HS) today announced completion of the public offering of 11,600,000 shares of the Company’s Common Stock by certain selling sto |
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| October 4, 2006 |
HEALTHSPRING, INC. ANNOUNCES PRICING OF SECONDARY OFFERING OF COMMON STOCK EX-99.1 Exhibit 99.1 Company Contact: J. Gentry Barden, Esq. Senior Vice President & General Counsel HealthSpring, Inc. (615) 401-4531 HEALTHSPRING, INC. ANNOUNCES PRICING OF SECONDARY OFFERING OF COMMON STOCK NASHVILLE, Tenn. (October 3, 2006) — HealthSpring, Inc. (NYSE:HS) today announced that the public offering of 10,100,000 shares of the Company’s Common Stock by certain selling stockholders, |
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| October 4, 2006 |
10,100,000 Shares Common Stock HealthSpring, Inc. Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-137786 Registration No. 333-137378 10,100,000 Shares Common Stock All of the shares of common stock in this offering are being sold by the selling stockholders identified in this prospectus. HealthSpring, Inc. will not receive any of the proceeds from the sale of the shares being sold by the selling stockhol |
