##### Table of Contents



---

---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549



---



FORM 10-K/AAMENDMENT NO. 1

|  |  |                                                                                                                                 
|- |  | --------------------------------------------------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002;
|  |  |                                                                                                                                 
|  |  | OR                                                                                                                              
|  |  |                                                                                                                                 
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                        

COMMISSION FILE NUMBER: 0-12024



---



MAXICARE HEALTH PLANS, INC.(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|                                         |  |                                     
|---------------------------------------- |  | ------------------------------------
|DELAWARE                                 |  |                                     
|(STATE OR OTHER JURISDICTION OF          |  | 95-3615709                          
|INCORPORATION OR ORGANIZATION)           |  | (I.R.S. EMPLOYER IDENTIFICATION NO.)
|                                         |  |                                     
|11231 SOUTH LA CIENEGA BOULEVARD,        |  |                                     
|LOS ANGELES, CALIFORNIA                  |  | 90045                               
|(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |  | (ZIP CODE)                          

REGISTRANTS TELEPHONE NUMBER,
INCLUDING AREA CODE: (310) 649-7166

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

|                    |  |                      
|------------------- |  | ---------------------
|                    |  | NAME OF EACH EXCHANGE
|TITLE OF EACH CLASS |  | ON WHICH REGISTERED  
|                    |  |                      
|None                |  | None                 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS)

PURPOSE OF AMENDMENT: TO ADD PART III



---

---





---

TABLE OF CONTENTS



|                           |                                                                         |  |  |  |  |  |  | 
|-------------------------- | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III                  
|                           | Item 10. Directors and Executive Officers of the Registrant            
|                           | Item 11. Executive Compensation                                        
|SUMMARY COMPENSATION TABLE
|                           | Item 12. Security Ownership of Certain Beneficial Owners and Management
|                           | Item 13. Certain Relationships and Related Transactions                
|SIGNATURES                



---



##### Table of Contents






PART III




Item 10. Directors and Executive Officers of the Registrant

The following table sets forth certain information concerning our directors and
executive officers as of April 28, 2003:

|                        |  |     |    |          |  |                                                               
|----------------------- |  | --- | -- | -------- |  | --------------------------------------------------------------
|NAME                    |  | AGE |    | POSITION
|                        |  |     |    |         
|Paul R. Dupee, Jr.      |  |     | 59 |          |  | Chief Executive Officer and Chairman of the Board
of Directors
|George H. Bigelow       |  |     | 60 |          |  | Director                                                      
|John H. Gutfreund       |  |     | 73 |          |  | Director                                                      
|Simon J. Whitmey        |  |     | 56 |          |  | Director                                                      
|Alan D. Bloom           |  |     | 57 |          |  | Senior Vice President, Secretary and General Counsel          
|Patricia A. Fitzpatrick |  |     | 51 |          |  | Treasurer                                                     
|Joseph W. White         |  |     | 44 |          |  | Vice President, Chief Financial Officer and Director          

Compliance With Section 16(A) of The Securities Exchange Act of 1934

Based solely upon our review of the Forms 3, 4 and 5 and amendments thereto
furnished to us, we believe that there were no instances where our executive
officers or directors failed to file all required reports on a timely basis,
except that Mr. Dupee filed a Form 4 for December 31, 2002 that was due on
January 6, 2003 on January 8, 2003.

Meetings and Committees of the Board of Directors

Our board of directors has two committees  the audit committee and the
compensation committee.

The Audit Committee consists of three independent directors: Mr. Bigelow, Mr.
Gutfreund and Mr. Whitmey. Mr. Whitmey is chairman of the Audit Committee. The
audit committee met with our independent auditors and chief financial officer
prior to the filing of our Form 10-K annual report to review the 2002 audited
financial statements.

The Compensation Committee, which is composed of Mr. Bigelow, Mr. Whitmey and
Mr. Dupee, serves as the stock option committee for our stock option plans and
approves any employment agreements with management and changes in compensation
for our executive officers. The Compensation Committee did not grant any
options or rights during 2002.

Excluding actions by unanimous written consent, during 2002, the Board of
Directors held five meetings and the Audit Committee held four meetings. Our
Compensation Committee did not meet in 2002.

During 2002, all of our directors attended at least 75% of the meetings of the
board and any committee of which they are members.





---



##### Table of Contents






Item 11. Executive Compensation

Shown below is information concerning the annual and long-term compensation for
services in all capacities for the years ended December 31, 2002, 2001 and
2000, of (i) our chief executive officer and (ii) the other four most highly
compensated executive officers for 2002:




SUMMARY COMPENSATION TABLE

|                                   |                               |      |      |        |  |       |                     |           |         |              |           |  |  |  |              |    |  |   |        |       | 
|---------------------------------- | ----------------------------- | ---- | ---- | ------ |  | ----- | ------------------- | --------- | ------- | ------------ | --------- |  |  |  | ------------ | -- |  | - | ------ | ----- | 
|                                   |                               |      |      |        |  |       |                     |           |         |              |           |  |  |  | LONG-TERM   
|                                   |                               |      |      |        |  |       |                     |           |         |              |           |  |  |  | COMPENSATION
|                                   |                               |      |      |        |  |       |                     |           |         |              |           |  |  |  |             
|                                   |                               |      |      |        |  |       | ANNUAL COMPENSATION |           | STOCK   |              |           |  | 
|                                   |                               |      |      |        |  |       |                     |           | OPTIONS |              | ALL OTHER
|NAME AND PRINCIPAL POSITION        |                               | YEAR |      | SALARY |  | BONUS |                     | AWARDS(#) |         | COMPENSATION
|                                   |                               |      |      |        |  |       |                     |           |         |             
|Paul R. Dupee                      |                               |      | 2002 |        |  | $     |                    |           |         |              |           |  |  |  |              |    |  | $ | 33,750 |      
|                                   | Chief Executive Officer       |      |      | 2001   |  |       | $                   | 607,000   |         |              |           |  |  |  |              |    |  |   | $      |      | 
|                                   |                               |      | 2000 |        |  | $     | 183,000             |           |         | $            | 250,000   |  |  |  | 100,000      |    |  | $ |       |      
|Alan D. Bloom                      |                               |      | 2002 |        |  | $     | 271,000             |           |         |              |           |  |  |  |              |    |  | $ |       |      
|                                   | Senior Vice President,        |      |      | 2001   |  |       | $                   | 251,000   |         |              |           |  |  |  |              |    |  |   | $      |      | 
|                                   | Secretary and General Counsel |      |      | 2000   |  |       | $                   | 251,000   |         |              |           |  |  |  |              | 20 |  |   | $      | 4,800 | 
|Patricia A. Fitzpatrick, Treasurer |                               |      | 2002 |        |  | $     | 163,000             |           |         |              |           |  |  |  |              |    |  | $ |       |      
|                                   |                               |      | 2001 |        |  | $     | 142,000             |           |         |              |           |  |  |  |              |    |  | $ |       |      
|                                   |                               |      | 2000 |        |  | $     | 139,000             |           |         |              |           |  |  |  | 20           |    |  | $ | 4,000  |      
|Joseph W. White                    |                               |      | 2002 |        |  | $     | 179,000             |           |         |              |           |  |  |  |              |    |  | $ | 26,000 |      
|                                   | Vice President and            |      |      | 2001   |  |       | $                   | 136,000   |         |              |           |  |  |  |              |    |  |   | $      |      | 
|                                   | Chief Financial Officer       |      |      | 2000   |  |       | $                   | 119,000   |         |              |           |  |  |  |              | 20 |  |   | $      | 3,300 | 

Annual salary for 2002 and 2001 for Mr. Bloom, Ms. Fitzpatrick and Mr. White
includes amounts paid to them by Maxicare, the Companys California HMO, and
Maxicare Life and Health Insurance Company pursuant to formal agreements with
each of those entities. Maxicare Life and Health Insurance Company is likely
to continue paying compensation to Ms. Fitzpatrick and Mr. Bloom through June
30, 2003; and the California HMO is likely to do so through September 30, 2003,
although likely at reduced rates.

The amounts shown under the caption All Other Compensation represent
contributions made by us on behalf of the Named Officer pursuant to our 401(k)
savings incentive plan with the exceptions noted below.

Mr. Dupee earned no salary or bonus in 2002, but was compensated as a director
of the Company for the entire year. All Other Compensation earned by Mr.
Dupee in 2002 is comprised of director fees, which were paid to him in March,
2003.

Effective August 9, 2002 Mr. White resigned as a full-time employee of the
Company. On that date, he entered into a consulting agreement with the Company
that calls for him to be compensated for his services at the rate of $125 per
hour, with a minimum weekly payment of $500. Commencing August 1, 2002 White
also became eligible for compensation as a director of the Company. All Other
Compensation earned by Mr. White in 2002 is comprised of consulting fees of
approximately $12,000 and Director fees of $14,000. We did not pay Mr. White
the director fees earned by him for 2002 until March, 2003.

All information relating to the number of shares of our common stock, the price
of our common stock, the number of option shares and the exercise price per
option share reflects the one-for-five reverse split of our common stock that
became effective on March 27, 2001.

Option Grants

There were no stock option grants in 2002.





---



##### Table of Contents



Option Exercises and Fiscal Year-end Values

No stock options were exercised by Named Officers in 2002. Shown below is
information with respect to the unexercised options held by the officers named
in the Summary Compensation Table to purchase common stock at December 31,
2002.

|                        |  |                       |         |                         |  |             |   |               |  |   |   |  |  |   |   | 
|----------------------- |  | --------------------- | ------- | ----------------------- |  | ----------- | - | ------------- |  | - | - |  |  | - | - | 
|                        |  | NUMBER OF UNEXERCISED |         | VALUE OF UNEXERCISED   
|                        |  | OPTIONS HELD AT       |         | IN-THE-MONEY OPTIONS AT
|                        |  | DECEMBER 31, 2002     |         | DECEMBER 31, 2002(1)   
|                        |  |                       |         |                        
|NAME                    |  | EXERCISABLE           |         | UNEXERCISABLE           |  | EXERCISABLE |   | UNEXERCISABLE
|                        |  |                       |         |                         |  |             |   |              
|Paul R. Dupee, Jr.      |  |                       | 131,000 |                         |  |             | 0 |               |  | $ | 0 |  |  | $ | 0 | 
|Alan D. Bloom           |  |                       | 5,020   |                         |  |             | 0 |               |  | $ | 0 |  |  | $ | 0 | 
|Patricia A. Fitzpatrick |  |                       | 3,020   |                         |  |             | 0 |               |  | $ | 0 |  |  | $ | 0 | 
|Joseph W. White         |  |                       | 20      |                         |  |             | 0 |               |  | $ | 0 |  |  | $ | 0 | 



---

|(1) |  | Based on the closing price on the Over the Counter Bulletin Board on
December 31, 2002, which was $.01.
|--- |  | -------------------------------------------------------------------------------------------------------

Supplemental Executive Retirement Plan

The Maxicare Health Plans, Inc. Supplemental Executive Retirement Plan is an
unfunded retirement plan that covers key executives as designated by the Board.
As of December 31, 2002, there were five participants in this plan, one of whom
(Mr. Bloom) was employed by us as of that date. The normal retirement benefit
is payable at age 65; however, the participant may elect to receive an early
retirement benefit whereupon such benefit will be reduced by 1/240 for each
month by which the distribution precedes the normal retirement date. In
addition, the plan provides for a pre-retirement death benefit equal to 200% of
the Participants average compensation. In January 2002, the Company
exercised its option under the plan to suspend payments until February 2003.
In February 2003, the Company commenced payments to eligible participants. Of
the officers named in the Summary Compensation Table, only Mr. Bloom is a
participant in the Supplemental Executive Retirement Plan.

Compensation of Directors

As noted above in the Summary Compensation Table, Mr. Dupee (from January 1,
2002 on) and Mr. White (from August 1, 2002 on) earned compensation as
directors of the Company. During 2002, non-employee directors received
compensation for their services as directors. These directors were, George H.
Bigelow, John H. Gutfreund and Simon J. Whitmey. During 2002, Mr. Bigelow
received $44,250; Mr. Whitmey received $45,750; and Mr. Gutfreund received
$45,750. Amounts paid to Messrs. Bigelow, Gutfreund and Whitmey in 2002
included amounts earned in 2001 but unpaid as of December 31, 2001. During
2003, the Companys directors will receive cash compensation for their services
in the amount of $30,000 per year, plus $750 per meeting attended. In addition,
directors are entitled to reimbursement for all reasonable out-of-pocket
expenses incurred in connection with their service as directors of the Company.

There were no grants of stock options in 2002 or 2001. Previously, the
non-employee directors have received options to purchase shares of common stock
at an exercise price equal to the market price at the date of grant. Set forth
below is a schedule of the options that have been granted to our present
non-employee directors:

|                  |  |         |       |               |  |                  |  |   |      | 
|----------------- |  | ------- | ----- | ------------- |  | ---------------- |  | - | ---- | 
|                  |  | # OF    |       |               |  | EXERCISE PRICE  
|DIRECTOR          |  | OPTIONS |       | DATE OF GRANT |  | PER SHARE       
|                  |  |         |       |               |  |                 
|George H. Bigelow |  |         | 4,000 |               |  | November 3, 2000 |  | $ | 5.00 | 
|John H. Gutfreund |  |         | 4,000 |               |  | November 3, 2000 |  | $ | 5.00 | 
|Simon J. Whitmey  |  |         | 4,000 |               |  | November 3, 2000 |  | $ | 5.00 | 

The options vest six months from the date of grant and expire ten years from
the date of grant provided the director continues to serve as a director of the
Company. In the event of termination of the directorship, such options expire
one year from the date of such termination.

Compensation Committee Interlocks and Insider Participation





---



##### Table of Contents



Paul R. Dupee, Jr., our chief executive officer, served as an ex-officio member
of the compensation committee for 2002. Mr. Dupee did not participate in any
decisions regarding his own compensation as an executive officer, which was
determined by our board of directors, with Mr. Dupee not participating.




Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table and discussion provides information as to the shares of
common stock beneficially owned on April 28, 2003 by:



| |  |  | each director;                                                                                                                                                       
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our chief executive officer and our other executive officers as of December 31, 2002 who were officers on April 28, 2003;                                            
|
| |  |  | each person owning of record or known by us, based on information
provided to us by the persons named below, to own beneficially at least
5% of our common stock; and
|
| |  |  | all officers and directors as a group.                                                                                                                               

|                        |                                                                 |        |         |         |  |  |     |     |  
|----------------------- | --------------------------------------------------------------- | ------ | ------- | ------- |  |  | --- | --- | -
|NAME                    |                                                                 | SHARES |         | PERCENT
|                        |                                                                 |        |         |        
|Paul R. Dupee, Jr.      |                                                                 |        | 595,630 |         |  |  | 6.1 | %  
|Alan D. Bloom           |                                                                 |        | 5,020   |         |  |  | *   |    
|John H. Gutfreund       |                                                                 |        | 54,000  |         |  |  | *   |    
|George H. Bigelow       |                                                                 |        | 11,150  |         |  |  | *   |    
|Simon J. Whitmey        |                                                                 |        | 7,000   |         |  |  | *   |    
|Patricia A. Fitzpatrick |                                                                 |        | 3,036   |         |  |  | *   |    
|Joseph W. White         |                                                                 |        | 20      |         |  |  | *   |    
|                        | All Directors and Executive Officers as a group (7 individuals) |        |         | 675,856 |  |  |     | 6.8 | %



---

|* |  | less than one percent
|- |  | ---------------------

Each of the persons listed has the sole right to dispose of the shares except
as described in the following discussion.

The number of shares owned by our directors and officers shown in the table
include shares of common stock which are issuable upon the exercise of options
and warrants that are exercisable on April 28, 2003 or will become exercisable
within 60 days after that date. Set forth below is the number of shares
issuable upon exercise of those options for those of our directors and officers
named in the foregoing table and for all officers and directors as group.

|                                                                            |  |  |         | 
|--------------------------------------------------------------------------- |  |  | ------- | 
|Paul Dupee                                                                  |  |  | 131,000 | 
|Alan Bloom                                                                  |  |  | 5,020   | 
|George Bigelow                                                              |  |  | 4,000   | 
|John Gutfreund                                                              |  |  | 4,000   | 
|Simon Whitmey                                                               |  |  | 4,000   | 
|Patricia A. Fitzpatrick                                                     |  |  | 3,020   | 
|Joseph W. White                                                             |  |  | 20      | 
|All officers and directors as a group (7 individuals holding stock options) |  |  | 151,060 | 




Item 13. Certain Relationships and Related Transactions

None.





---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 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.

|               |  |     |  |                        
|-------------- |  | --- |  | -----------------------
|DATE           |  | /s/ |  | PAUL R. DUPEE, JR      
|April 29, 2003 |  |     |  | Paul R. Dupee, Jr.     
|               |  |     |  | Chief Executive Officer

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.

|                                          |  |                                                                                  |  |               
|----------------------------------------- |  | -------------------------------------------------------------------------------- |  | --------------
|SIGNATURES                                |  | TITLE                                                                            |  | DATE          
|                                          |  |                                                                                  |  |               
|                                          |  |                                                                                  |  |               
|/s/ PAUL R. DUPEE, JR.
Paul R. Dupee, Jr. |  | Chief Executive Officer and Director
(Principal Executive Officer)               |  | April 29, 2003
|                                          |  |                                                                                  |  |               
|/s/ JOSEPH W. WHITE
Joseph W. White       |  | Chief Financial Officer and Director,
(Principal Finance and
Accounting Officer) |  | April 29, 2003
|                                          |  |                                                                                  |  |               
|/s/ GEORGE H. BIGELOW
George H. Bigelow   |  | Director                                                                         |  | April 29, 2003
|                                          |  |                                                                                  |  |               
|/s/ JOHN H. GUTFREUND
John H. Gutfreund   |  | Director                                                                         |  | April 29, 2003
|                                          |  |                                                                                  |  |               
|/s/ SIMON J. WHITMEY
Simon J. Whitmey     |  | Director                                                                         |  | April 29, 2003