AMERIGROUP 10-K 2011
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
Commission File Number 001-31574
Registrants telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this 10-K. o
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(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of June 30, 2010 the aggregate market value of the registrants common stock held by non-affiliates of the registrant was $1,590,589,026.
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
This Amendment No. 1 on Form 10-K/A (this Amendment) amends the Annual Report on Form 10-K of AMERIGROUP Corporation for the fiscal year ended December 31, 2010 (the 2010 Annual Report on Form 10-K), originally filed with the Securities and Exchange Commission (the SEC) on February 23, 2011. We are filing this Amendment solely to make certain revisions to the redacted copies of three material definitive agreements filed as exhibits with the 2010 Annual Report on Form 10-K, each under a request for confidential treatment. This Amendment hereby amends the cover page and Part IV, Item 15(b) of the 2010 Annual Report on Form 10-K. Exhibit 10.19.4, which is re-filed with this Amendment, has been amended to include explanatory language indicating that we have omitted marked portions of the document pursuant to a request for confidential treatment, the number of pages being omitted and that such omitted portions have been separately filed with the SEC. Exhibit 10.20.6 and Exhibit 10.20.7 have been amended as we have withdrawn our request for confidential treatment for these two agreements and have re-filed the full unredacted agreements as exhibits to this Amendment. Exhibit 10.19.4, Exhibit 10.20.6 and Exhibit 10.20.7, as filed herewith, amend and replace in their entirety the previously filed Exhibits to the 2010 Annual Report on Form 10-K. In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are filed as Exhibits to this Amendment.
No other item or disclosure appearing in the 2010 Annual Report on Form 10-K is affected by this Amendment other than the exhibits described above. This report on Form 10-K/A is presented as of the filing date of the 2010 Annual Report on Form 10-K and does not reflect events occurring after that date, or modify or update other items or disclosures in the 2010 Annual Report on Form 10-K. Accordingly, this Amendment should be read in conjunction with the 2010 Annual Report on Form 10-K and our other filings with the SEC.
In this Amendment, Company, we and our refer to AMERIGROUP Corporation.
Item 15. Exhibits and Financial Statement Schedules
The Exhibit Index identified under Part IV, Item 15(b) of the 2010 Annual Report on Form 10-K is hereby amended such that the following documents are (i) amended and added to the Exhibit Index and (ii) included as exhibits to the 2010 Annual Report on Form 10-K:
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Virginia Beach, Commonwealth of Virginia, on May xx, 2011.
Name: James W. Truess
Executive Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.