-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OQ/Y5RbMcGNY5oGZu2MJXYE2rZJEJmBm23Q3bTiDW78CdN+tpJEs73swn8BV+Pa+ WTTv0dDy86YKVHEZR23hEg== 0001341004-06-001384.txt : 20060511 0001341004-06-001384.hdr.sgml : 20060511 20060511163407 ACCESSION NUMBER: 0001341004-06-001384 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 EFFECTIVENESS DATE: 20060511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH NET INC CENTRAL INDEX KEY: 0000916085 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 954288333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-134014 FILM NUMBER: 06830550 BUSINESS ADDRESS: STREET 1: 21650 OXNARD ST CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8186766000 MAIL ADDRESS: STREET 1: 225 N MAIN ST CITY: PUEBLO STATE: CO ZIP: 81003 FORMER COMPANY: FORMER CONFORMED NAME: FOUNDATION HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19970513 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 19940207 FORMER COMPANY: FORMER CONFORMED NAME: HN MANAGEMENT HOLDINGS INC/DE/ DATE OF NAME CHANGE: 19931213 S-8 1 chi492315.txt FORM S-8 As filed with the Securities and Exchange Commission on May 11, 2006 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Health Net, Inc. (Exact name of registrant as specified in its charter) Delaware 95-4288333 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 21650 Oxnard Street Woodland Hills, California 91367 (Address Of Principal Executive Offices) (Zip Code) Health Net, Inc. 2006 Long-Term Incentive Plan (Full title of the plan) B. Curtis Westen, Esq. Senior Vice President, General Counsel and Secretary Health Net, Inc. 21650 Oxnard Street, Woodland Hills, California 91367 (Name and address of agent for service) (818) 676-6000 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to offering price aggregate offering Amount of to be registered be registered per share price registration fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value per share.......................... 6,750,000(1) $37.63(2) $254,002,500(2) $27,178.27 - ---------------------------------------------------------------------------------------------------------------------- Rights to Purchase Series A Junior Participating Preferred Stock.... --(3) --(3) --(3) --(3) - ---------------------------------------------------------------------------------------------------------------------- (1) The amount to be registered also includes any additional shares and rights that may be subject to issuance in accordance with anti-dilution provisions of the Health Net, Inc. 2006 Long-Term Incentive Plan. (2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and (h) under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock, $.001 par value per share (the "Common Stock"), of Health Net, Inc. (the "Company"), reported on the New York Stock Exchange on May 5, 2006. (3) Rights to purchase Series A Junior Participating Preferred Stock of the Company are attached to and trade with the shares of Common Stock being registered hereby. Value attributable to such rights, if any, is reflected in the market price of the Common Stock, and, accordingly, the registration fee for such securities is included in the registration fee for the Common Stock.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Health Net, Inc. (the "Company") (File No. 1-12718) are incorporated by reference into this registration statement: (a) the Company's Annual Report on Form 10-K for the year ended December 31, 2005; (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006; (c) the Company's Current Reports on Form 8-K dated February 28, 2006 (filed with the Commission on March 6, 2006), March 1, 2006 (filed with the Commission on March 7, 2006), March 6, 2006 (filed with the Commission on March 9, 2006) and March 23, 2006 (filed with the Commission on March 27, 2006); (d) the description of the Company's Common Stock, par value $0.001 per share (the "Common Stock") contained in Item 1 of the Company's registration statement on Form 8-A/A (Post-Effective Amendment No. 1) filed with the Commission on August 16, 2004, including any amendment or report filed for the purpose of updating such description; and (e) the description of Rights to Purchase Series A Junior Participating Preferred Stock contained in Item 1 of the Company's registration statement on Form 8-A/A (Amendment No. 3) filed with the Commission on July 26, 2004, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, are hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. B. Curtis Westen, Senior Vice President, General Counsel and Secretary of the Company, has issued an opinion regarding the validity of the shares of Common Stock and related Rights offered hereby. Mr. Westen is party to an employment agreement and certain other agreements with the Company relating to his employment with the Company. As of May 11, 2006, Mr. Westen held 256 shares of Common Stock in a profit-sharing plan, beneficially owned an additional 22,085 shares of Common Stock and held vested and unvested options to purchase 795,000 shares of Common Stock. Item 6. Indemnification of Directors and Officers. As permitted by Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), the Company's certificate of incorporation provides that a director shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except: (i) for any breach of the duty of loyalty; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law; (iii) for liability under Section 174 of the DGCL (relating to certain unlawful dividends, stock repurchases or stock redemptions); or (iv) for any transaction from which the director derived any improper personal benefit. The effect of these provisions in the Company's certificate of incorporation is to eliminate the rights of the Company and its stockholders (through stockholders' derivative suits on behalf of the Company) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in certain limited situations. These provisions do not limit or eliminate the rights of the Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. These provisions do not alter the liability of directors under federal securities laws. Both the Company's certificate of incorporation and the Company's bylaws require the Company to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Company against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the fullest extent permitted by applicable law. The Company is also required under both its certificate of incorporation and its bylaws to advance, to the maximum extent permitted by law, expenses incurred in connection with any such action, suit or proceeding so long as the director or officer undertakes to repay any advanced amounts if it is ultimately determined that he or she is not entitled to be indemnified. Under Section 145 of the DGCL, (i) the Company may indemnify a director or officer in connection with an action, suit or proceeding (other than in connection with actions by or in the right of the Company) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and, in the case of any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In addition, under Section 145 of the DGCL, the Company may indemnify a director or officer in connection with an action or suit by or in the right of the Company against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, except that the Company may not so indemnify the director or officer if the director or officer is adjudged to be liable to the Company, unless a court determines that, despite such adjudication but in view of all of the circumstances, the director or officer is entitled to indemnification of such expenses which such court deems proper. Under Section 145 of the DGCL, expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in Section 145 of the DGCL. In accordance with DGCL Section 145, such expenses (including attorneys' fees) incurred by former directors and officers may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The Company has entered into separate agreements to indemnify each of its directors and executive officers. Each such indemnification agreement provides that, in the event the indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, specified types of legal actions, including suits and investigations, by reason of (or arising in part out of) events or occurrences related to the indemnitee's service with the Company, the Company will be required to indemnify the indemnitee to the fullest extent permitted by law against any and all indemnifiable amounts (to include, among other things, expenses, damages, judgments, fines, penalties and amounts paid in settlement) arising out of or resulting from such legal actions. In addition, each such agreement provides for the Company to advance expenses to the indemnitee in connection with such legal actions, subject to an undertaking by the indemnitee to repay advanced expenses if it is ultimately determined that the indemnitee is not entitled to be indemnified or reimbursed for such expenses. Each such agreement sets forth procedures for determining whether or not the indemnitee is entitled to indemnification in any given instance and provides that, in the event of specified events constituting a change in control or a potential change in control of the Company, the Company could be required to create a trust for the benefit of the indemnitee funded in an amount sufficient to satisfy reasonably anticipated expenses and other indemnifiable amounts for legal actions relating to the types of events and occurrences covered by the indemnification and expense-advancement provisions of the agreement. The Company maintains an officers' and directors' liability insurance policy insuring the Company's officers and directors against certain liabilities and expenses incurred by them in their capacities as such, and insuring the Company, under certain circumstances, in the event that indemnification payments are made by the Company to such officers and directors. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibit Number Description - ------ ----------- 4.1 Sixth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 6 to the Company's Registration Statement on Form 8-A/A filed with the Commission on July 26, 2004 (File No. 1-12718)). 4.2 Ninth Amended and Restated Bylaws of Health Net, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12718)). 4.3 Amendment Number One to the Ninth Amended and Restated Bylaws of Health Net, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated March 4, 2005 and filed with the Commission on March 7, 2005 (File No. 1-12718)). 4.4 Rights Agreement, dated as of June 1, 1996, between the Company and Harris Trust and Savings Bank (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form 8-A filed with the Commission on July 16, 1996 (File No. 1-12718)). 4.5 Amendment, dated as of October 1, 1996, to the Rights Agreement, by and between the Company and Harris Trust and Saving Bank (incorporated by reference to Exhibit 2 to the Company's Registration Statement on Form 8-A/A filed with the Commission on May 9, 2001 (File No. 1-12718)). 4.6 Second Amendment to Rights Agreement, dated as of May 3, 2001, by and among the Company, Harris Trust and Saving Bank and Computershare Investor Services, L.L.C. (incorporated by reference to Exhibit 3 to the Company's Registration Statement on Form 8-A/A filed with the Commission on May 9, 2001 (File No. 1-12718)). 4.7 Third Amendment to Rights Agreement, dated as of May 14, 2004, by and among the Company and Computershare Investor Services, L.L.C. (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form 8-A/A filed with the Commission on May 20, 2004 (File No. 1-12718)). 4.8 Fourth Amendment to Rights Agreement, dated as of July 26, 2004, by and among the Company, Computershare Investor Services, L.L.C. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 5 to the Company's Registration Statement on Form 8-A/A filed with the Commission on July 26, 2004 (File No. 1-12718)). 4.9 Specimen Common Stock certificate (incorporated by reference to Exhibit 8 to the Company's Registration Statement on Form 8-A/A filed with the Commission on July 26, 2004 (File No. 1-12718)). 5 Opinion of B. Curtis Westen. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of B. Curtis Westen, included in Exhibit 5. 24 Powers of attorney (included on the signature pages to this registration statement). Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (ss.230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, That: (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 (ss.239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement. (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 (ss.239.13 of this chapter) or Form F-3 (ss.239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) (ss.230.424(b) of this chapter) that is part of the registration statement. (C) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 (ss.239.11 of this chapter) or Form S-3 (ss.239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (ss.229.1100(c)). (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remained unsold at the termination of the offering. (4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F (17 CFR 249.220f) at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3 (ss.239.33 of this chapter), a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or ss.210.3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is relying on Rule 430B (ss.230.430B of this chapter): (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (ss.230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (ss.230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (ss.230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of 314 securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (ii) If the registrant is subject to Rule 430C (ss.230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss.230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (ss.230.424 of this chapter); (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Woodland Hills, state of California, on this 11th day of May, 2006. HEALTH NET, INC. By: /s/ B. Curtis Westen ------------------------- Name: B. Curtis Westen Title: Senior Vice President, General Counsel and Secretary KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints Jay M. Gellert, B. Curtis Westen and Angelee B. Fox, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 11, 2006. Signature Title --------- ----- /s/ Jay M. Gellert President and Chief Executive - ---------------------------------------- Officer (Principal Executive Jay M. Gellert Officer) and Director /s/ Anthony S. Piszel Executive Vice President and Chief - ---------------------------------------- Financial Officer (Principal Anthony S. Piszel Accounting and Financial Officer) /s/ Theodore F. Craver, Jr. - ---------------------------------------- Director Theodore F. Craver, Jr. /s/ Thomas T. Farley - ---------------------------------------- Director Thomas T. Farley /s/ Gale S. Fitzgerald - ---------------------------------------- Gale S. Fitzgerald Director /s/ Patrick Foley - ---------------------------------------- Patrick Foley Director /s/ Roger F. Greaves - ---------------------------------------- Director Roger F. Greaves /s/ Bruce G. Willison - ---------------------------------------- Director Bruce G. Willison /s/ Frederick C. Yeager - ---------------------------------------- Director Frederick C. Yeager EXHIBIT INDEX Exhibit Number Description - ------ ----------- 4.1 Sixth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 6 to the Company's Registration Statement on Form 8-A/A filed with the Commission on July 26, 2004 (File No. 1-12718)). 4.2 Ninth Amended and Restated Bylaws of Health Net, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 (File No. 1-12718)). 4.3 Amendment Number One to the Ninth Amended and Restated Bylaws of Health Net, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated March 4, 2005 and filed with the Commission on March 7, 2005 (File No. 1-12718)). 4.4 Rights Agreement, dated as of June 1, 1996, between the Company and Harris Trust and Savings Bank (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form 8-A filed with the Commission on July 16, 1996 (File No. 1-12718)). 4.5 Amendment, dated as of October 1, 1996, to the Rights Agreement, by and between the Company and Harris Trust and Saving Bank (incorporated by reference to Exhibit 2 to the Company's Registration Statement on Form 8-A/A filed with the Commission on May 9, 2001 (File No. 1-12718)). 4.6 Second Amendment to Rights Agreement, dated as of May 3, 2001, by and among the Company, Harris Trust and Saving Bank and Computershare Investor Services, L.L.C. (incorporated by reference to Exhibit 3 to the Company's Registration Statement on Form 8-A/A filed with the Commission on May 9, 2001 (File No. 1-12718)). 4.7 Third Amendment to Rights Agreement, dated as of May 14, 2004, by and among the Company and Computershare Investor Services, L.L.C. (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form 8-A/A filed with the Commission on May 20, 2004 (File No. 1-12718)). 4.8 Fourth Amendment to Rights Agreement, dated as of July 26, 2004, by and among the Company, Computershare Investor Services, L.L.C. and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 5 to the Company's Registration Statement on Form 8-A/A filed with the Commission on July 26, 2004 (File No. 1-12718)). 4.9 Specimen Common Stock certificate (incorporated by reference to Exhibit 8 to the Company's Registration Statement on Form 8-A/A filed with the Commission on July 26, 2004 (File No. 1-12718)). 5 Opinion of B. Curtis Westen. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of B. Curtis Westen, included in Exhibit 5. 24 Powers of attorney (included on the signature pages to this registration statement). EX-5 2 chi492344.txt EXHIBIT 5 - OPINION Exhibit 5 [Letterhead of Health Net, Inc.] May 11, 2006 Health Net, Inc. 21650 Oxnard Street Woodland Hills, California 91367 Re: Health Net, Inc. Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: I am Senior Vice President, General Counsel and Secretary of Health Net, Inc., a Delaware corporation (the "Company"). This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the registration under the Securities Act of (i) 6,750,000 shares (the "Shares") of the Company's Common Stock, $.001 par value per share (the "Common Stock"), issuable under the Health Net, Inc. 2006 Long-Term Incentive Plan (the "Plan") and (ii) the Series A Junior Participating Preferred Stock Purchase Rights attached to the Shares (the "Rights"). In connection with this opinion, I or attorneys under my supervision have examined and relied upon originals or copies, certified or otherwise identified to my or their satisfaction, of (i) the Company's Registration Statement on Form S-8 relating to the Shares and the Rights (the "Registration Statement") in the form to be filed with the Securities and Exchange Commission (the "Commission") on the date hereof under the Securities Act; (ii) a specimen certificate representing the Common Stock, in the form incorporated by reference as Exhibit 4.9 to the Registration Statement (the "Specimen Certificate"); (iii) the Sixth Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof; (iv) the Ninth Amended and Restated Bylaws of the Company, as amended by Amendment Number One thereto, as in effect on the date hereof; (v) certain resolutions of the Board of Directors of the Company; (vi) the Plan, as in effect on the date hereof; (vii) the Rights Agreement, dated as of June 1, 1996, between the Company and Harris Trust and Savings Bank (as amended by the documents referenced in clauses (viii) through (xi) of this paragraph, the "Stockholder Rights Agreement"); (viii) the Amendment, dated as of October 1, 1996, to the Rights Agreement, by and between the Company and Harris Trust and Saving Bank; (ix) the Second Amendment to Rights Agreement, dated as of May 3, 2001, by and among the Company, Harris Trust and Saving Bank and Computershare Investor Services, L.L.C.; (x) the Third Amendment to Rights Agreement, dated as of May 14, 2004, by and among the Company and Computershare Investor Services, L.L.C.; and (xi) the Fourth Amendment to Rights Agreement, dated as of July 26, 2004, by and among the Company, Computershare Investor Services, L.L.C. and Wells Fargo Bank, N.A. I or attorneys under my supervision have also examined originals or copies, certified or otherwise identified to my or their satisfaction, of such records of the Company and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, I and any such attorneys under my supervision have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed by parties other than the Company, I and any such attorneys under my supervision have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which I or attorneys under my supervision have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. I have also assumed that the certificates representing the Shares will be manually signed by an authorized officer of the transfer agent and registrar for the Common Stock, that such certificates will conform to the Specimen Certificate and that the Shares represented by such certificates will be registered by such transfer agent and registrar. I have also assumed that the consideration received by the Company for the Shares will be in an amount at least equal to the par value thereof. I do not express any opinion as to the effect on the opinions expressed herein of the compliance or noncompliance of any party (other than the Company) to the Stockholder Rights Agreement with any state, federal or other laws or regulations applicable to them or the legal or regulatory status or the nature of the business of any such party. Based upon and subject to the foregoing, I am of the opinion that (i) the Shares have been duly authorized for issuance and, when issued and paid for pursuant to the Plan in accordance with the provisions of the Plan and the applicable award thereunder, will be validly issued, fully paid and nonassessable; and (ii) the Rights have been duly authorized for issuance and, when issued, will be validly issued. I am admitted to the bar in the State of Colorado and the State of Illinois, and I do not express any opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware, nor do I express any opinion as to the effect of any other laws on the opinions herein expressed. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ B. Curtis Westen B. Curtis Westen Senior Vice President, General Counsel and Secretary EX-23 3 chi494338.txt EXHIBIT 23.1 - CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of Health Net, Inc. and management's report on the effectiveness of internal control over financial reporting dated February 9, 2006, appearing in the Annual Report on Form 10-K of Health Net, Inc. for the year ended December 31, 2005. /s/ Deloitte & Touche LLP Los Angeles, California May 11, 2006 -----END PRIVACY-ENHANCED MESSAGE-----