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): March 2, 2012
(Exact name of registrant as specified in its charter)
| Delaware | 000-51468 | 02-0620757 | |||
(State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3041 W. Pasadena Dr. Boise, Idaho 83705
(Address of principal executive offices) (Zip Code)
(208) 955-8930
(Registrant’s telephone number, including area code)
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:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
MWI Veterinary Supply Company (“MWI”) and Pfizer, Inc. (“Pfizer”) have entered into the following agreements:
| · | 2012 Livestock Products Distribution Agreement (the “Livestock Agreement”) effective January 1, 2012, which was delivered by Pfizer to MWI on March 5, 2012, |
| · | 2012 Pfizer Premier Equine Products Distribution Agreement (the “Equine Agreement”), effective January 1, 2012, which was delivered by Pfizer to MWI on March 2, 2012. |
Under the Livestock Agreement, MWI is entitled to distribute Pfizer’s livestock products to customers in the livestock field. The Livestock Agreement has materially the same financial terms as the 2011 Livestock Products Distribution Agreement which includes a fee for logistics services. MWI is required to maintain sufficient inventory levels to meet customer demand and to store products in accordance with their respective label instructions. The Livestock Agreement expires on December 31, 2012 and may be terminated by either party with or without cause upon 30 days prior written notice, or either party may terminate the agreement immediately upon written notice for material breach of the contract by the other party. Additionally, if MWI takes any action that harms or damages the interests of Pfizer or its products described in the Livestock Agreement, other than where supported by sound factual evidence, Pfizer may terminate the agreement immediately upon written notice.
Under the Equine Agreement, MWI is entitled to distribute certain Pfizer products to customers in the equine field. MWI is entitled to receive certain service incentives and rebates. The Equine Agreement has materially the same financial terms as the 2011 Pfizer Equine Products Marketing Agreement. MWI is required to maintain sufficient staffing levels of sales representatives and store and handle inventory under appropriate conditions that will maintain the quality and integrity of the products. The agreement expires on December 31, 2012 and can be terminated by either party with or without cause upon thirty days prior written notice, or either party may terminate the agreement immediately upon written notice for material breach of the contract by the other party.
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, thereunto duly authorized.
MWI VETERINARY SUPPLY, INC.
Date: March 8, 2012 | By: | /s/ Mary Patricia B. Thompson | |
| Mary Patricia B. Thompson | |||
| Senior Vice President and Chief Financial Officer |