UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2008 (January 23, 2008)
HEALTHSPRING, INC.
(Exact name of registrant as specified in charter)
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| Delaware
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001-32739
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20-1821898 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 9009 Carothers Parkway |
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| Suite 501 |
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| Franklin, Tennessee
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37067 |
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(Zip Code) |
(615) 291-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On January 23, 2008, the Company issued a press release updating earnings guidance
for the year ended December 31, 2007 and announcing its estimated earnings guidance for the year
ending December 31, 2008 in conjunction with its investor day conference in Miami, Florida. A copy
of the press release is furnished herewith as Exhibit 99.1.
The information contained in this Item 2.02, including the earnings guidance in Exhibit 99.1,
shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by
reference in any registration statement filed by the Company under the Securities Act of 1933, as
amended.
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| Item 7.01. |
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Regulation FD Disclosure. |
See “Item 2.02. Results of Operations and Financial Condition” above.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 99.1 Press Release issued by HealthSpring, Inc. dated January 23, 2008.