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): | | August 30, 2023 |
Cencora, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-16671 | 23-3079390 |
_____________________
(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| | | |
1 West First Avenue
Conshohocken, PA | | 19428-1800 |
_________________________________
(Address of principal executive offices) | | ___________
(Zip Code) |
| Registrant’s telephone number, including area code: | | (610) 727-7000 |
AmerisourceBergen Corporation
______________________________________________
Former name or former address, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which
registered |
| Common stock | COR | New York Stock Exchange (NYSE) |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 30, 2023, AmerisourceBergen Corporation (the “Company”) changed its name to Cencora, Inc. pursuant to an amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware (the “Name Change”). Pursuant to the Delaware General Corporation Law, a stockholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s stockholders. The Company also amended and restated its bylaws effective August 30, 2023 to reflect the Name Change.
In addition, effective at the open of market trading on August 30, 2023, the Company’s Common Stock will cease trading under the ticker symbol “ABC” and begin trading on the New York Stock Exchange under the ticker symbol “COR”.
Copies of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, with this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 30 2023, the Company issued a news release announcing the Name Change and new ticker symbol. The news release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this item, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CENCORA, INC. |
| | | |
| August 30, 2023 | By: | /s/ Elizabeth S. Campbell |
| | Name: | Elizabeth S. Campbell |
| | Title: | Executive Vice President & Chief Legal Officer |
