8-K

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): May 6, 2022

  _________________________________

AmerisourceBergen Corporation

(Exact name of registrant as specified in its charter)

_________________________________

Commission File Number: 1-6671

Delaware			23-3079390
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)
1 West First Avenue	Conshohocken	PA	19428-1800
(Address of principal executive offices)			(Zip Code)

(610) 727-7000

(Registrant’s telephone number, including area code) 

Not Applicable

(Former name or former address, if changed since last report.)

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock	ABC	New York Stock Exchange	(NYSE)

_________________________________

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01. Other Events.

On May 6, 2022, AmerisourceBergen Corporation (the “Company”) provided notice to its stockholders in the form of this Current Report on Form 8-K of the dismissal without prejudice of the case captioned CCAR Investments, Inc. derivatively on behalf of AmerisourceBergen Corp. v. Ornella Barra, et al. and AmerisourceBergen Corp., C.A. No. 1:20-cv-00957-LPS (the “Action”), which was commenced on July 17, 2020 in the United States District Court for the District of Delaware (the “Court”).

On May 2, 2022, the Court approved a Stipulation and Order Voluntarily Dismissing Action and Providing for Notice entered into by the parties in the Action, which requires that such notice be given to stockholders of the Company in the form of this Current Report on Form 8-K. The Stipulation and Order Voluntarily Dismissing Action and Providing for Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Stipulation and Order Voluntarily Dismissing Action and Providing for Notice
104	Cover Page Interactive Data File (formatted as inline XBRL)

 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.

		AMERISOURCEBERGEN CORPORATION
Date:	May 6, 2022	By:	/s/ Elizabeth S. Campbell
		Name:	Elizabeth S. Campbell
		Title:	Executive Vice President & Chief Legal Officer

EX-99.1

Case 1:20-cv-00957-VAC-MPT Document 66 Filed 05/02/22 Page 1 of 5 PageID #: 5885

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF DELAWARE

CCAR INVESTMENTS, INC., derivatively on behalf of AMERISOURCEBERGEN CORP.,                 Plaintiff,         v. ORNELLA BARRA, STEVEN H. COLLIS, DOUGLAS R. CONANT, CHARLES H. COTROS, D. MARK DURCAN, RICHARD W. GOCHNAUER, RICHARD C. GOZON, LON R. GREENBERG, EDWARD E. HAGENLOCKER, JANE E. HENNEY, KATHLEEN W. HYLE, MICHAEL J. LONG, and, HENRY W. MCGEE,                 Defendants.         -and- AMERISOURCEBERGEN CORP.,     Nominal Defendant.    C.A. No. 1:20-cv-00957-VAC

STIPULATION AND ORDER

VOLUNTARILY DISMISSING ACTION AND PROVIDING FOR NOTICE

WHEREAS, on May 8, 2020, Plaintiff sought to inspect the books and records of AmerisourceBergen Corp. (the “Company”) pursuant to 8 Del. C. § 220 (“Section 220”);

WHEREAS, the Company subsequently produced books and records to Plaintiff for inspection pursuant to Section 220;

WHEREAS, on July 17, 2020, Plaintiff filed a Verified Stockholder Derivative Complaint against the Defendants herein for violation of Section 14(a) of the Securities Exchange Act of 1934, as amended; breach of fiduciary duty; waste; and unjust enrichment; alleging that, inter alia,

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the Company’s Board of Directors failed to institute an adequate system of oversight and controls with respect to the Company’s distribution of prescription opiates (ECF No. 4);

WHEREAS, on July 30, 2020, intervenors Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan (the “Intervenors”) moved to intervene in and stay this action (the “Motion to Intervene”) until they completed their books and records proceeding against the Company pursuant to Section 220 pending before the Delaware Court of Chancery captioned Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan v. AmerisourceBergen Corp., C.A. No. 2019-0527 (Del. Ch.) (the (“Intervenors’ Books and Records Proceeding”) (ECF No. 9);

WHEREAS, on August 14, 2020 Defendants filed their Answer and a motion to dismiss the Complaint under Federal Rule of Civil Procedure 23.1 and for judgment on the pleadings under Rule 12(c) (“Defendants’ Motion to Dismiss and for Judgment on the Pleadings”) (ECF No. 18);

WHEREAS, on September 11, 2020, Defendants moved to stay initial disclosures and discovery pending resolution of Defendants’ Motion to Dismiss and for Judgment on the Pleadings (“Defendants’ Motion to Stay Discovery”) (ECF No. 30);

WHEREAS, on October 13, 2020, the Court heard argument on the Motion to Intervene and Defendants’ Motion to Stay Discovery, and issued an Order denying the Motion to Intervene without prejudice; granting Defendants’ Motion to Stay Discovery; and directing the parties to submit a joint status report following the Delaware Supreme Court’s decision on the pending appeal in Intervenors’ Books and Records Proceeding (ECF 38);

WHEREAS, on October 21, 2020, the Company informed Plaintiff that the Company had chosen to remove various redactions from documents that were previously produced for inspection

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pursuant to Section 220 to stockholders including Plaintiff, and tendered a revised production reflecting the removed redactions;

WHEREAS, Plaintiff informed Defendants that it wished to file an amended complaint in light of the modifications to the Section 220 production and Defendants consented pursuant to Rule 15(a)(2);

WHEREAS, on October 30, 2020, the Court granted the parties’ Stipulation and [Proposed] Order Withdrawing Defendants’ Motion to Dismiss and for Judgment on the Pleadings and Setting Deadline for Plaintiff to File an Amended Complaint, under which, inter alia, Plaintiff was to file an amended complaint on or before November 20, 2020 and Defendants would answer or otherwise move on or before December 18, 2020 (ECF No. 45);

WHEREAS, on November 13, 2020, the Company informed Plaintiff that it had discovered additional documents that should have been produced to Plaintiff’s Section 220 Demand (the “Additional Documents”);

WHEREAS, on November 23, 2020, the Court granted the parties’ Stipulation and [Proposed] Order for Plaintiff to File an Amended Complaint and Modifying Prior Stipulation, pursuant to which inter alia, (a) the Company was, in order to ensure the completeness of its production to Plaintiff, finish an audit of Company records by December 3, 2020, and (b) Plaintiff’s deadline to file an amended complaint was stayed until the parties file a further stipulation regarding a deadline (ECF No. 46);

WHEREAS, the Company completed its audit on December 2, 2020;

WHEREAS, on December 8, 2020, the Court granted the parties’ Stipulation and [Proposed Order] for Plaintiff to File an Amended Complaint and Modifying Prior Stipulation, pursuant to which, inter alia, (a) the Company was to produce the Additional Documents on a

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rolling basis, and (b) Plaintiff’s deadline to file an amended complaint was stayed until the parties file a further stipulation regarding a deadline for Plaintiff to file an Amended Complaint (ECF No. 47);

WHEREAS, on December 10, 2020, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery in the Intervenors’ Books and Records Proceeding, following which the Company agreed to produce to Plaintiff all documents that it produces to the Intervenors pursuant to Section 220 (ECF No. 48);

WHEREAS, on January 29, 2021, the Company completed its production of books and records to Plaintiff and the Intervenors pursuant to Section 220, consisting of approximately 25,000 pages of documents (ECF No. 51);

WHEREAS, Plaintiff and the Intervenors subsequently reviewed the Section 220 documents produced by the Company (ECF Nos. 53 – 57);

WHEREAS, on December 30, 2021, the Intervenors filed a Verified Stockholder Derivative Complaint in the Delaware Court of Chancery captioned Lebanon County Employees’ Retirement Fund v. Collis, C.A. No. 2021-1118-JTL (Del. Ch.) arising out of the same underlying facts as this action (the “Chancery Court Action”) (ECF No. 58);

WHEREAS, no compensation in any form has passed directly or indirectly from any of the Defendants to Plaintiff or Plaintiff's attorney and that no promise to give any such compensation has been made;

WHEREAS, Plaintiff believes that the interests of the Company and its public stockholders sought to be enforced through this stockholder derivative action are adequately represented in the Chancery Court Action and that it would be duplicative to file an amended complaint in this action in light of the foregoing.

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IT IS HEREBY STIPULATED AND AGREED, pursuant to Rules 23.1(c) and 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure that:

1.The filing by the Company of this Order as an Exhibit to a Form 8-K constitutes adequate notice for purposes of Rule 23.1(c) (the “Notice”).

2.The Company shall file with the Court an affidavit that the Notice has been made in accordance with Paragraph 1 above no later than five (5) business days after the Notice is publicly filed (the “Affidavit”);

3.Upon the filing of the Affidavit, this action is dismissed without prejudice with each side bearing its own costs and attorneys’ fees.

POTTER ANDERSON & CORROON LLP /s/ Tyler J. Leavengood         Stephen C. Norman (#2686) Jennifer C. Wasson (#4933) Tyler J. Leavengood (#5506) 1313 N. Market Street Hercules Plaza, 6th Floor Wilmington, DE 19801 (302) 984-6000 Of counsel: Michael D. Blanchard Amelia G. Pennington MORGAN, LEWIS & BOCKIUS LLP One Federal Street Boston, MA 02110 Attorneys for Defendants ASHBY & GEDDES /s/ F. Troupe Mickler IV         Stephen E. Jenkins (#2152) F. Troupe Mickler IV (#5361) 500 Delaware Avenue, 8th Floor Wilmington, DE 19801 (302) 654-1888 sjenkins@ashbygeddes.com tmickler@ashbygeddes.com Of counsel: Gregory Mark Nespole Daniel Tepper LEVI & KORSINSKY, LLP 55 Broadway, 10th Floor New York, NY 10006 (212) 363-7500 Attorneys for Plaintiff

SO ORDERED, this 2nd day of May, 2022.

/s/ Mary Pat Thynge                

                        Chief United States Magistrate Judge

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XML

Cover	May 06, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 06, 2022
Entity Registrant Name	AmerisourceBergen Corp
Entity Central Index Key	0001140859
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-6671
Entity Tax Identification Number	23-3079390
Entity Address, Address Line One	1 West First Avenue
Entity Address, City or Town	Conshohocken
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19428-1800
City Area Code	610
Local Phone Number	727-7000
Title of 12(b) Security	Common stock
Trading Symbol	ABC
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false