UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 3, 2006
HEALTHEXTRAS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-31014 52-2181356
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(State or other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 King Farm Boulevard, Rockville, Maryland 20850
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(Address of principal executive offices)
(301) 548-2900
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(Registrant's telephone number, including area code)
Not Applicable
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(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 (see General 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-25(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
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On November 3, 2006, HealthExtras, Inc. (the "Company") entered into a
Stock Purchase Agreement between the Company and HMA, INC., an Arizona
corporation, to acquire all of the equity securities of R/xx Pharmacy Solutions,
Inc. ("R/xx") for $16 million and an additional $2 million subject to certain
business retention criteria of R/xx. R/xx is a provider of pharmacy benefit
management services with a strategic focus on clients in the Arizona, Nevada and
Hawaii markets. R/xx processes approximately one million prescriptions on an
annualized basis. A copy of the press release announcing the acquisition of R/xx
is furnished as Exhibit 99.1 to this Form 8-K.
The Company has also established a business development marketing
relationship with an affiliate, Pharmacy Benefit Consultants, Inc. ("PBC"), and
has agreed to purchase PBC if requested by its shareholder on terms determined
by the success of PBC in generating new business.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
Exhibit No. Description
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99.1 Press Release
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.
Dated: November 7, 2006 By: /s/ Richard W. Hunt
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Richard W. Hunt
Chief Financial Officer and
Chief Accounting Officer