UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 16, 2008
HEALTHEXTRAS, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 0-31014 | | 52-2181356 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
800 King Farm Boulevard, Rockville, Maryland 20850
(Address of Principal executive offices, including Zip Code)
(301) 548-2900
(Registrant’s telephone number, including area code)
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On May 16, 2008, the Registrant completed the acquisition of HospiScript Services, LLC, a Delaware limited liability company, and Concept Pharmaceuticals, LLC, an Alabama limited liability company, from the unitholders of these entities for a cash purchase price of $100 million, subject to post-closing working capital adjustments and to potential future payments based on specified operating income targets for the acquired business in 2008-2010.
SIGNATURES
The registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | HEALTHEXTRAS, INC. |
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| | /s/ Michael P. Donovan |
| Date: May 21, 2008 | | Name: | | Michael P. Donovan |
| | Title: | | Chief Financial Officer and Treasurer |
