2014.01.10 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 6, 2014

CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-31826
 
42-1406317
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

7700 Forsyth Blvd.
St. Louis, Missouri
 
63105
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 6, 2014, the Company completed its previously announced acquisition of 68.2% of U.S. Medical Management, LLC from Mark Mitchell and his affiliate. The purchase price of approximately $200 million was funded with a combination of cash and 2,243,217 shares of Company common stock, $0.001 par value per share. Based in part upon the representations of the sellers in the Purchase Agreement, the shares were issued in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering, and/or Rule 506 promulgated thereunder.







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CENTENE CORPORATION
 
 
 
 
 
Date:
January 10, 2014
By:
 
/s/ William N. Scheffel
 
 
 
 
William N. Scheffel
Executive Vice President & Chief Financial Officer