-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HF5+4rE1WkjNFEv9zMrt3WplDkbEzP29BNPD8z5iZism050kLXrIjoze0/otyu54 QuxRfXAFRHRgvKC4jVp5yA== 0001193125-07-209627.txt : 20070928 0001193125-07-209627.hdr.sgml : 20070928 20070928115304 ACCESSION NUMBER: 0001193125-07-209627 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070927 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISOURCEBERGEN CORP CENTRAL INDEX KEY: 0001140859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 233079390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16671 FILM NUMBER: 071141278 BUSINESS ADDRESS: STREET 1: 1300 MORRIS DRIVE CITY: CHESTERBROOK STATE: PA ZIP: 19087-5594 BUSINESS PHONE: 6107277000 MAIL ADDRESS: STREET 1: 1300 MORRIS DRIVE CITY: CHESTERBROOK STATE: PA ZIP: 19087-5594 8-K 1 d8k.htm AMERISOURCEBERGEN CORP--FORM 8-K AmerisourceBergen Corp--Form 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): September 27, 2007

 

AmerisourceBergen Corporation

(Exact name of Registrant as specified in its charter)

 

 

Delaware   1-16671   23-3079390

(State or Other Jurisdiction of

Incorporation or Organization)

   Commission File Number  

(I.R.S. Employer

Identification Number)

 

1300 Morris Drive  
Chesterbrook, PA   19087
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (610) 727-7000

N/A

(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-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))

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 27, 2007, the Board of Directors of AmerisourceBergen Corporation (“Registrant”) adopted an amendment to Section 5.04 of the Registrant’s Amended and Restated Bylaws. The amendment restated the composition of the Registrant’s Executive Management Committee to reflect the Registrant’s current organizational structure.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

99.1 Certificate of Amendment, dated September 27, 2007, to the Amended and Restated Bylaws of AmerisourceBergen Corporation.

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: September 28, 2007     By:  

/s/ Michael D. DiCandilo

    Name:   Michael D. DiCandilo
    Title:   Executive Vice President and Chief Financial Officer
 EX-99.1 2 dex991.htm CERTIFICATE OF AMENDMENT Certificate of Amendment

Exhibit 99.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED BYLAWS

OF

AMERISOURCEBERGEN CORPORATION

The undersigned, being the Secretary of AmerisourceBergen Corporation, a Delaware corporation, hereby certifies that the Board of Directors of the corporation approved an amendment to Section 5.04 of the Company’s Amended and Restated Bylaws to read in its entirety as follows, effective as of the date indicated below:

“SECTION 5.04. Executive Management Committee. There shall be an Executive Management Committee of the Corporation, the members of which shall consist of the Chief Executive Officer, the President, the Chief Financial Officer and such other officers of the Corporation as the Board may determine from time to time. The Executive Management Committee shall have and may exercise all the powers and authority in the management of the business and affairs of the Corporation, insofar as it pertains to capital expenditures and acquisitions, as the Board may determine.”

Date: September 27, 2007

 

/s/ John G. Chou

John G. Chou, Secretary
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