Centene 10-Q 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
For the quarterly period ended June 30, 2011
For the transition period from to
Commission file number: 001-31826
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code:
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: T Yes £ No
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 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). T Yes £ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer T Accelerated filer £ Non-accelerated filer £ (do not check if a smaller reporting company) Smaller reporting company £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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As of July 15, 2011, the registrant had 50,312,876 shares of common stock outstanding.
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Centene Corporation for the quarter ended June 30, 2011 ("the 2011 Second Quarter Report on Form 10-Q"), originally filed with the Securities and Exchange Commission on July 26, 2011. This Amendment is being filed in response to communications with the Securities and Exchange Commission in connection with a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to Exhibits 10.1 and 10.2 (the “Exhibits”) originally filed with the 2011 Second Quarter Report on Form 10-Q. The sole purpose of this Amendment is to file a revised redacted version of each of the Exhibits, which supersedes in its entirety each of the Exhibits as originally filed with the 2011 Second Quarter Report on Form 10-Q. Certain portions of the information that were omitted from the Exhibits as filed with the 2011 Second Quarter Report on Form 10-Q have now been included as part of the revised Exhibits. Item 6 of Part II of the 2011 Second Quarter Report on Form 10-Q is hereby amended to include a revised Exhibit Index and revised redacted versions of Exhibit 10.1 and Exhibit 10.2, which are being filed herewith. 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 2011 Second Quarter Report on Form 10-Q is affected by this Amendment other than those described above. This report on Form 10-Q/A is presented as of the filing date of the 2011 Second Quarter Report on Form 10-Q and does not reflect events occurring after that date, or modify or update other items or disclosures in the 2011 Second Quarter Report on Form 10-Q. Accordingly, this Amendment should be read in conjunction with the 2011 Second Quarter Report on Form 10-Q and our other filings with the SEC.
ITEM 6. Exhibits.
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 thereunto duly authorized as of October 28, 2011.