As filed with the Securities and Exchange Commission on January 4, 2022

Registration No. 333-

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

FORM S-8

Registration Statement

Under

the Securities Act of 1933

---

CENTENE CORPORATION

(Exact name of registrant as specified in its charter)

---

Centene Corporation 2012 Stock Incentive Plan, as amended

Magellan Health, Inc. 2016 Management Incentive Plan

Magellan Health Services, Inc. 2011 Management Incentive Plan

(Full title of the plan)

---

Christopher A. Koster

Executive Vice President, General Counsel and Secretary

Centene Corporation

7700 Forsyth Boulevard

St. Louis, MO 63105

(Name and address of agent for service)

(314) 725-4477

(Telephone number, including area code, of agent for service)

Copies of all correspondence to:

Laura Kaufmann Belkhayat

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

(212) 735-3000

---

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

---

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE

(1)

Includes (i) 2,259,315 shares of the Registrant’s common stock, $0.001 par value per share (“Common Stock”), reserved for issuance under the Centene Corporation 2012 Stock Incentive Plan, as amended, (ii) 1,233,825 shares of Common Stock issuable upon the exercise or vesting, as applicable, of assumed options to acquire shares of Magellan Health, Inc. (“Magellan”) common stock (“Options”), assumed Magellan performance-vested restricted stock units (“PSUs”), assumed awards of restricted shares of Magellan common stock (“RSAs”) and assumed Magellan time-vested restricted stock units (“RSUs”) under the Magellan Health, Inc. 2016 Management Incentive Plan and (iii) 208,955 shares of Common Stock issuable upon the exercise or vesting, as applicable, of assumed Options, PSUs, RSAs and RSUs under the Magellan Health Services, Inc. 2011 Management Incentive Plan.

(2)

Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act based on the average of the high and low sale prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on December 31, 2021.

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Centene Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 to register up to 3,702,095 shares of its Common Stock, par value $0.001 per share, issuable in connection with the Centene Corporation 2012 Stock Incentive Plan, as amended (the “Centene Plan”), the Magellan Health, Inc. 2016 Management Incentive Plan (the “2016 Plan”) and the Magellan Health Services, Inc. 2011 Management Incentive Plan (the “2011 Plan” and, together with the 2016 Plan, the “Plans”) under the Securities Act of 1933, as amended (the “Securities Act”).

On January 4, 2021, the Registrant, Mayflower Merger Sub, Inc., a wholly owned subsidiary of the Registrant (“Merger Sub”), and Magellan Health, Inc. (“Magellan”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub  will merge with and into Magellan (the “Merger”), with Magellan continuing as the surviving corporation and a wholly owned subsidiary of the Registrant.

Pursuant to and subject to the terms of the Merger Agreement, upon the occurrence of the Merger, the Registrant shall assume the Plans in accordance with their terms, including certain options to acquire shares of Magellan common stock (“Options”), Magellan performance-vested restricted stock units (“PSUs”), awards of restricted shares of Magellan common stock (“RSAs”), and Magellan time-vested restricted stock units (“RSUs”), which are payable in shares of the Registrant’s Common Stock, subject to the terms and conditions of the underlying awards and policies related thereto. The aggregate number of shares of the Registrant’s Common Stock subject to the Options, PSUs, RSAs and RSUs under the 2016 Plan is 1,233,825 and under the 2011 Plan is 208,955.

In addition, the Registrant has reserved 2,259,315 shares of its Common Stock, which constituted an unused share reserve under the 2016 Plan, that may be issued for future awards granted by the Registrant under the Centene Plan.

Unless the context otherwise requires, references made herein to “Centene,” “we,” “us,” “our” and “ours” refer to the Registrant and its consolidated subsidiaries.

PART I

INFORMATION REQUIRED IN THE

SECTION 10(a) PROSPECTUS

As permitted by the rules of the Securities and Exchange Commission (“SEC”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible employees as specified by Rule 428(b) promulgated under the Securities Act. Such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The following documents listed below for the Registrant, which are on file with the SEC, are incorporated herein by reference (except for the portions thereof “furnished” but not “filed” or otherwise not filed with the SEC which are deemed not to be incorporated by reference into this Registration Statement):

All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents except that the portion of any document “furnished” but not “filed” shall not be incorporated by reference herein.

For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Not applicable.

None.

Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to indemnify any person who is or has been a director, officer, employee or agent of the corporation or who is or has been serving as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred in connection with any civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the corporation) in which such person is involved by reason of the fact that he or she served or is serving in these capacities, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful. In the case of an action or suit made or brought by or in the right of the corporation to procure a judgment in its favor, the corporation shall not indemnify such person in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, except for such expenses as the court may allow. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

Pursuant to Article Sixth and Seventh of its Certificate of Incorporation and Article VIII of its Amended and Restated By-Laws (the “By-Laws”), the Registrant will indemnify and hold harmless directors and officers who were or are made or are threatened to be made a party or are otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the fullest extent permitted by applicable law as it presently exists or is amended. The Registrant has entered into agreements with directors and officers requiring it to indemnify such persons to the fullest extent permitted by the By-Laws. The Registrant also maintains insurance coverage relating to certain liabilities of directors and officers.

Not applicable.

---

*Filed herewith

(a)	The undersigned Registrant hereby undertakes;

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 Clayton, State of Missouri, on January 4, 2022.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael F. Neidorff and Andrew L. Asher, or either of them, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments and documents in connection therewith) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 and on the date indicated.

---