AGP Amerigroup Corp.

As filed with the Securities and Exchange Commission on December 24, 2012

Registration No. 333-178447

Registration No. 333-143197

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-178447

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-143197

UNDER

THE SECURITIES ACT OF 1933

AMERIGROUP Corporation

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (757) 490-6900

Nicholas J. Pace, Esq.

4425 Corporation Lane

Virginia Beach, Virginia 23462

(757) 490-6900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Stacy J. Kanter, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements of AMERIGROUP Corporation (the “Company”) on Form S-3 (collectively, the “Registration Statements”):

On December 24, 2012, the Company completed the merger contemplated by the Agreement and Plan of Merger (as amended by Amendment No. 1 thereto, the “Merger Agreement”), dated as of July 9, 2012, among the Company, WellPoint, Inc. (“WellPoint”) and WellPoint Merger Sub, Inc., an indirect wholly-owned subsidiary of WellPoint (“Merger Sub”). Pursuant to the Merger Agreement, the Company was acquired by WellPoint through a merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect, wholly owned subsidiary of WellPoint. At the effective time of the Merger, (i) each outstanding share of Company common stock, other than treasury shares held by the Company and any shares of Company common stock beneficially owned by WellPoint, Merger Sub, any of their wholly-owned subsidiaries or any person who properly demanded statutory appraisal of their shares, was converted into the right to receive $92.00 in cash, without interest and subject to any applicable withholding taxes, and (ii) equity awards relating to Company common stock were treated in accordance with the Merger Agreement and agreements entered into in connection with the Merger.

As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Company in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AMERIGROUP Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Virginia Beach, State of Virginia, on this 24th day of December, 2012.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.

Amerigroup (NYSE:AGP)
Historical Stock Chart
From Mar 2024 to Apr 2024

Amerigroup (NYSE:AGP)
Historical Stock Chart
From Apr 2023 to Apr 2024