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): November 30, 2006
MEDCO HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 1-31312 | | 22-3461740 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 100 Parsons Pond Drive, Franklin Lakes, NJ | | 07417 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 201-269-3400
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 7.01 Regulation FD Disclosure.
On November 30, 2006, Medco Health Solutions, Inc. (the “Company”) hosted a conference for analysts and investors in New York City. A copy of the slide presentation used during the conference and posted on the Company’s website during the concurrent webcast is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Additionally, the Company has posted the slide presentation on its website atwww.medco.com under the “Investors” section.
The information in this Current Report, including the exhibit attached hereto, is being furnished 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 such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report shall not be deemed an admission as to the materiality of any information in this Current Report, or that such furnishing is required under Regulation FD or other securities laws.
Cautionary Language Concerning Forward-Looking Statements
This Current Report, including the exhibit, contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the pharmacy benefit management (“PBM”) and specialty pharmacy industries, and other legal, regulatory and economic developments. We use words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue” and similar expressions to identify these forward-looking statements. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors. These factors include:
| | • | | Risks associated with our acquisition of Accredo Health, Incorporated (“Accredo”), including integration risks, and an increase in credit risk resulting from the payment streams associated with specialty pharmacy accounts receivable; |
| | • | | Governmental investigations, and governmental, qui tam and other liability claims asserted against us, and any associated mandatory changes to our business practices; |
| | • | | Competition in the PBM and specialty pharmacy industries, including competition from health plans and national retail pharmacies; |
| | • | | Pressure on discounts and rebates from pharmaceutical manufacturers and margins in the PBM industry; |
| | • | | Our ability to obtain new clients and the possible termination of, or unfavorable modification to, contracts with key clients; |
| | • | | Risks and uncertainties regarding the implementation and ongoing execution of the Medicare Part D prescription drug benefit; |
| | • | | Possible regulatory or industry practice changes affecting pricing, rebates, discounts or other practices of pharmaceutical manufacturers; |
| | • | | Risks associated with the secure storage and transmission of personal health information and other confidential data; |
| | • | | Developments in the healthcare industry, including the effect of increases in overall healthcare costs, changes in drug utilization and cost patterns and the introduction of new brand-name and/or generic drugs; |
| | • | | New or existing governmental regulations or legislation and changes in, or the failure to comply with, governmental regulations or legislation; |
| | • | | The possibility of a material non-cash charge to income if our recorded intangible assets are impaired or require accelerated amortization from a change in the remaining useful life; |
| | • | | Risks associated with our indebtedness and debt service obligations; and |
| | • | | General economic and business conditions. |
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing risk factors and the other uncertainties and potential events described in our Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission (“SEC”).
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| 99.1 | | Slide Presentation dated November 30, 2006 |
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.
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| | MEDCO HEALTH SOLUTIONS, INC. |
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| Date: November 30, 2006 | | By: | | /s/ David S. Machlowitz |
| | | | David S. Machlowitz |
| | | | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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| Exhibit No. | | Description |
| 99.1 | | Slide Presentation dated November 30, 2006 |
