**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q/A**

 

**(AmendmentNo. 1)**

 

**x**           **QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended September 30, 2009**

 

**o**              **TRANSITION REPORT UNDER SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition period from                to                **

 

**COMMISSIONFILE #0-11321**

 

**UNIVERSALAMERICAN CORP.**

(Exact name of registrantas specified in its charter)

 

| **New  York**                                                     | ** ** | **11-2580136**                     |
|-------------------------------------------------------------------|------------|------------------------------------|
| (State or other  jurisdiction of                                  |       | (IRS Employer  Identification No.) |
| incorporation or  organization)                                   |       |                               |
|                                                              |       |                               |
| **Six  International Drive, Suite 190, Rye Brook, New York** | ** ** | **10573**                          |
| (Address of principal  executive offices)                         |       | (Zip Code)                         |

 

**(914)934-5200**

(Registrant’s telephonenumber)

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes x   No o

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files).  Yes o   No o

 

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

 

| Large accelerated filer  o                     |   | Accelerated filer x          |
|------------------------------------------------|--------|------------------------------|
|                                           |   |                         |
| Non-accelerated filer o                        |   | Smaller reporting  company o |
| (Do not check if a  smaller reporting company) |   |                         |

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act).  YES o  NO o

 

The number of shares outstanding of the registrant’scommon stock, par value $0.01 per share, as of December 3, 2009, thelatest practicable date, was 74,467,584.

 

 

 

----

 

**EXPLANATORYNOTE**

 

This Amendment No. 1 to the Quarterly Report on Form 10-Qof Universal American Corp. (the “Company”) (this “Form 10-Q/A”) amendsthe Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,2009 (the “Original Filing”) which was filed with the Securities and ExchangeCommission on October 30, 2009. This Form 10-Q/A is being filed solely to amend Item 6 “Exhibits”of the Original Filing to add Exhibits 10.9 and 10.10 to the OriginalFiling.  In addition, as required by Rule 12b-15of the Securities Exchange Act of 1934, as amended, new certifications by theCompany’s principal executive officer and principal financial officer areincluded herein as exhibits to this Form 10-Q/A.

 

Except as described above, this Form 10-Q/A doesnot amend any information set forth in the Original Filing and the Company hasnot updated disclosures contained therein to reflect any events that occurredsubsequent to the date of the Original Filing.

 

**ITEM 6. EXHIBITS**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                              |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 3.1                  |       | Restated Certificate of Incorporation of Universal  American Financial Corp. (filed as Exhibit 3.1 to Amendment No. 2  to the Registrant’s Registration Statement on Form S-3 filed on  July 11, 2001, and incorporated by reference herein).                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 3.2                  |       | Certificate of Amendment of the Certificate of  Incorporation of Universal American Financial Corp. (filed as Exhibit 3  to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended  September 30, 2004, filed August 9, 2004, and incorporated by  reference herein).                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 3.3                  |       | Amended and Restated By-Laws of Universal American  Corp. (filed as Exhibit 3.3 to the Registrant’s Quarterly Report on  Form 10-Q for the quarter ended March 31, 2008, filed on  May 12, 2008, and incorporated by reference herein).                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 3.4                  |       | Certificate of Amendment to the Certificate of  Incorporation of Universal American Financial Corp. for the Series A  Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report  on Form 8-K filed May 11, 2007, and incorporated by reference  herein).                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 3.5                  |       | Certificate of Amendment of the Certificate of  Incorporation of Universal American Financial Corp. for the Registrant’s  Series B Preferred Stock (filed as Exhibit 3.2 to the Registrant’s  Current Report on Form 8-K filed May 11, 2007, and incorporated by  reference herein).                                                           |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 3.6                  |       | Certificate of Amendment to Certificate of  Incorporation changing the name of Universal American Financial Corp. to  Universal American Corp. (filed as Exhibit 99.1 to the Registrant’s  Current Report on Form 8-K filed December 3, 2007, and incorporated  by reference herein).                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1                 |       | Indemnity Reinsurance Agreement between Constitution  Life Insurance Company (Ceding Company) and Commonwealth Annuity and Life  Insurance Company (Reinsurer) effective as of April 1, 2009 (filed as  Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for  the quarter ended September 30, 2009).                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2                 |       | Indemnity Reinsurance Agreement between American  Exchange Life Insurance Company (Ceding Company) and Commonwealth Annuity and  Life Insurance Company (Reinsurer) effective as of April 1, 2009 (filed  as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q  for the quarter ended September 30, 2009).                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3                 |       | Indemnity Reinsurance Agreement between Marquette  National Life Insurance Company (Ceding Company) and Commonwealth Annuity and  Life Insurance Company (Reinsurer) effective as of April 1, 2009 (filed  as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q  for the quarter ended September 30, 2009).                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.4                 |       | Indemnity Reinsurance Agreement between Pennsylvania  Life Insurance Company (Ceding Company) and Commonwealth Annuity and Life  Insurance Company (Reinsurer) effective as of April 1, 2009 (filed as  Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for  the quarter ended September 30, 2009).                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.5                 |       | Indemnity Reinsurance Agreement between American  Pioneer Life Insurance Company (Ceding Company) and Commonwealth Annuity and  Life Insurance Company (Reinsurer) effective as of April 1, 2009 (filed  as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q  for the quarter ended September 30, 2009).                              |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                         |
| 10.6                 |       | Indemnity Reinsurance Agreement between American  Progressive Life and Health Insurance Company of New York (Ceding Company)  and First Allmerica Financial Life Insurance Company (Reinsurer) effective as  of April 1, 2009 (filed as Exhibit 10.6 to the Registrant’s  Quarterly Report on Form 10-Q for the quarter ended September 30,  2009). |

 

2

----

 
| 10.7   |   | Indemnity Reinsurance Agreement between The Pyramid  Life Insurance Company (Ceding Company) and Commonwealth Annuity and Life  Insurance Company (Reinsurer) effective as of April 1, 2009 (filed as  Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for  the quarter ended September 30, 2009).                                                                       |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.8   |   | Indemnity Reinsurance Agreement between Union  Bankers Insurance Company (Ceding Company) and Commonwealth Annuity and Life  Insurance Company (Reinsurer) effective as of April 1, 2009 (filed as  Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for  the quarter ended September 30, 2009).                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.9*  |   | Subcontract Agreement dated as of October 21,  2005 by and between MemberHealth, Inc. and Community Care Rx, L.L.C.  (filed in redacted form pursuant to a request for confidential treatment for  certain provisions thereof pursuant to Rule 24b-2 of the Securities  Exchange Act of 1934, as amended).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.10* |   | Letter Agreement dated as of May 3, 2007 by and  among Universal American Corp., the National Community Pharmacists  Association, Community Pharmacy Ventures, Inc. and Community MTM  Services, Inc. (filed in redacted form pursuant to a request for  confidential treatment for certain provisions thereof pursuant to  Rule 24b-2 of the Securities Exchange Act of 1934, as amended).  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.1   |   | Certification of Chief Executive Officer, as  required by Rule 13a-14(a) of the Securities Exchange Act of 1934  (filed as Exhibit 31.1 to the Registrant’s Quarterly Report on  Form 10-Q for the quarter ended September 30, 2009).                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.2   |   | Certification of Chief Financial Officer, as required  by Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed as  Exhibit 31.2 to the Registrant’s Quarterly Report on Form 10-Q for  the quarter ended September 30, 2009).                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.3*  |   | Certification of the Chief Executive Officer  pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.4*  |   | Certification of the Chief Financial Officer  pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                             |
| 32.1   |   | Certification of the Chief Executive Officer and  Chief Financial Officer, as required by Rule 13a-14(b) of the  Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed as  Exhibit 32.1 to the Registrant’s Quarterly Report on Form 10-Q for  the quarter ended September 30, 2009). |

 

----

*   Filed or furnished herewith.

 

3

----

 

**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

 
| ** ** | ** ** | **UNIVERSAL AMERICAN CORP.**                         |
|------------|------------|------------------------------------------------------|
|       |       |                                                 |
|       | By:        | /s/ Robert A.  Waegelein                             |
|       |       | Robert A.  Waegelein                                 |
|       |       | Executive Vice  President andChief Financial Officer |

 

Dated: December 7, 2009

 

4

----