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): March 6, 2013
CareFusion Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| | |
| 001-34273 | | 26-4123274 |
(Commission File Number) | | (IRS Employer Identification Number) |
3750 Torrey View Court, San Diego, California 92130
(Address of Principal Executive Offices, Including Zip Code)
(858) 617-2000
(Registrant’s Telephone Number, Including Area Code)
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 (seeGeneral Instruction A.2. below):
| ¨ | 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)) |
On March 6, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing that it commenced a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended, of $300 million aggregate principal amount of senior notes (the “Notes”) solely to qualified institutional buyers inside the United States and to certain non-U.S. persons located outside the United States. The Notes will be senior unsecured obligations of the Company. A copy of the News Release is filed as Exhibit 99.1 to this report.
In connection with the private offering of the Notes, the Company distributed a confidential preliminary offering memorandum related to the Notes (the “Offering Memorandum”) to eligible prospective investors on March 6, 2013.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
| Item 9.01 | Financial Statements and Exhibits |
| | |
Exhibit
No. | | Description of Exhibit |
| |
| 99.1 | | News release issued by CareFusion Corporation on March 6, 2013 announcing the commencement of a private offering of $300 million aggregate principal amount of senior notes. |
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.
| | | | |
| | CareFusion Corporation (Registrant) |
| | |
| Date: March 6, 2013 | | By: | | /s/ Joan Stafslien |
| | Name: | | Joan Stafslien |
| | Title: | | Executive Vice President, Chief Compliance Officer, General Counsel and Secretary |
EXHIBIT INDEX
| | |
Exhibit No. | | Description of Exhibit |
| |
| 99.1 | | News release issued by CareFusion Corporation on March 6, 2013 announcing the commencement of a private offering of $300 million aggregate principal amount of senior notes. |
