UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-31014
CATALYST HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 52-2181356 | |
State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
800 King Farm Boulevard, Rockville, Maryland 20850
(Address of principal executive offices, Zip Code)
Registrant’s telephone number, including area code: (301) 548-2900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Common Stock, $0.01 par value | NASDAQ Global Select Market |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
| (Do not check if a smaller reporting company) | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2011 was $2,495,074,791 based on the closing price of $55.82 as reported on the NASDAQ Global Select Market. Solely for the purposes of this calculation, directors and officers of the registrant are deemed to be affiliates.
As of February 1, 2012, there were 50,245,106 shares outstanding of the registrant’s $0.01 par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Company’s Proxy Statement for its annual meeting of stockholders to be held on June 4, 2012, a definitive copy of which will be filed within 120 days of December 31, 2011, is incorporated by reference in Part III of this Report on Form 10-K.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K of Catalyst Health Solutions, Inc. for the year ended December 31, 2011, originally filed on February 24, 2012 (the “Original Filing”), is being filed solely to correct an error in the number of common shares outstanding as of February 1, 2012 shown on the cover page. The correct number of common shares outstanding as of such date is 50,245,106, as indicated on the cover page of this Amendment No. 1.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| CATALYST HEALTH SOLUTIONS, INC. | ||||||||
| March 2, 2012 | By: | /s/ Timothy R. Pearson | ||||||
Timothy R. Pearson Chief Financial Officer and Chief Accounting Officer | ||||||||
EXHIBIT INDEX
The following exhibits are filed as part of this report on Form 10-K/A:
Exhibit No. | Description | |
| 31.1 | Exchange Act Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, as amended* | |
| 31.2 | Exchange Act Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, as amended* | |
| 101.INS | XBRL Taxonomy Instance Document** | |
| 101.SCH | XBRL Taxonomy Extension Schema Document** | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document** | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** | |
| * | Filed herewith. |
| ** | Furnished herewith, not filed. |
