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 6, 2022
_________________________________
AmerisourceBergen Corporation
(Exact name of registrant as specified in its charter)
_________________________________
Commission File Number: 1-6671
Delaware | 23-3079390 | |||||||||||||
(State or other jurisdiction of | (I.R.S. Employer | |||||||||||||
incorporation or organization) | Identification No.) | |||||||||||||
1 West First Avenue | Conshohocken | PA | 19428-1800 | |||||||||||
(Address of principal executive offices) | (Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including area code)
Not Applicable
(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 | ABC | 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. o
Item 8.01. Other Events.
On May 6, 2022, AmerisourceBergen Corporation (the “Company”) provided notice to its stockholders in the form of this Current Report on Form 8-K of the dismissal without prejudice of the case captioned CCAR Investments, Inc. derivatively on behalf of AmerisourceBergen Corp. v. Ornella Barra, et al. and AmerisourceBergen Corp., C.A. No. 1:20-cv-00957-LPS (the “Action”), which was commenced on July 17, 2020 in the United States District Court for the District of Delaware (the “Court”).
On May 2, 2022, the Court approved a Stipulation and Order Voluntarily Dismissing Action and Providing for Notice entered into by the parties in the Action, which requires that such notice be given to stockholders of the Company in the form of this Current Report on Form 8-K. The Stipulation and Order Voluntarily Dismissing Action and Providing for Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description of Exhibit | |||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
AMERISOURCEBERGEN CORPORATION | |||||||||||
Date: | May 6, 2022 | By: | /s/ Elizabeth S. Campbell | ||||||||
Name: | Elizabeth S. Campbell | ||||||||||
Title: | Executive Vice President & Chief Legal Officer |