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): February 13, 2012 (February 10, 2012)
MEDCO HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-31312 | 22-3461740 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS 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
Not Applicable
(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 8.01 Other Events
As previously announced, on September 2, 2011, Medco Health Solutions, Inc. (the “Company”) and Express Scripts, Inc. (“Express Scripts”) each received a Request for Additional Information (commonly referred to as a “second request”) from the U.S. Federal Trade Commission with respect to the proposed mergers (the “mergers”) originally announced on July 21, 2011.
On February 10, 2012, each of the Company and Express Scripts certified as to its substantial compliance with the second request. Completion of the mergers remains subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Act and other customary closing conditions. The Company continues to anticipate that the mergers will be completed in the first half of 2012.
Cautionary Statement Regarding Forward-Looking Statements
This report 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. Forward-looking statements in this report should be evaluated together with the risks and uncertainties that affect our business, particularly those mentioned in the Risk Factors section of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.
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.
| MEDCO HEALTH SOLUTIONS, INC. | ||
| By: | /s/ Thomas M. Moriarty | |
| Thomas M. Moriarty | ||
| General Counsel, Secretary and President, Global Pharmaceutical Strategies | ||
Date: February 13, 2012
