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): October 1, 2016
Diplomat Pharmacy, Inc.
(Exact Name of Registrant as Specified in its Charter)
Michigan | | 001-36677 | | 38-2063100 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
4100 S. Saginaw St.
Flint, Michigan 48507
(Address of Principal Executive Offices) (Zip Code)
(888) 720-4450
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On October 1, 2016, Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”), certain Company subsidiaries, and AmerisourceBergen Drug Corporation, a Delaware corporation (“Amerisource”) entered into a Third Amendment (the “Third Amendment”), effective October 1, 2016, to the Prime Vendor Agreement dated January 1, 2012, as amended (the “Original Agreement,” and collectively as amended, the “Agreement”). The Agreement sets forth the terms and conditions on which the Company purchases specialty drugs from Amerisource.
The Third Amendment, among other provisions, (i) extends the term of the Agreement from September 30, 2017 to September 30, 2018, (ii) revises the pricing on certain products to be purchased pursuant to the Agreement, (iii) revises certain rebate structures and monthly volume tiered rebates, and (iv) adds Company subsidiary Valley Campus Pharmacy, Inc. (d/b/a TNH Specialty Pharmacy) as a party to the Agreement.
The Third Amendment further contemplates that the Company will make annual net purchases from Amerisource of at least $2.0 billion per contract year.
Except as specifically amended by the Third Amendment, the Original Agreement remains in full force and effect.
The foregoing summary is qualified in its entirety by reference to the Third Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
No. | | Description |
10.1* | | Third Amendment to Prime Vendor Agreement, effective October 1, 2016, by and among the Company, AmerisourceBergen Drug Corporation, and each Company subsidiary named therein. |
*Confidential treatment has been requested for portions of this Exhibit. These portions have been omitted from this Exhibit and submitted separately to the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Diplomat Pharmacy, Inc. |
| |
| | | |
| By: | /s/ Sean M. Whelan |
| | Sean M. Whelan |
| | Chief Financial Officer |
Date: October 6, 2016
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EXHIBIT INDEX
No. | | Description |
10.1* | | Third Amendment to Prime Vendor Agreement, effective October 1, 2016, by and among the Company, AmerisourceBergen Drug Corporation, and each Company subsidiary named therein. |
*Confidential treatment has been requested for portions of this Exhibit. These portions have been omitted from this Exhibit and submitted separately to the Securities and Exchange Commission.
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