8-K

ANTHEM, INC.

/s/ Kathleen S. Kiefer

Kathleen S. Kiefer

Corporate Secretary

0001193125-17-012769.txt : 20170119 0001193125-17-012769.hdr.sgml : 20170119 20170119070102 ACCESSION NUMBER: 0001193125-17-012769 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170118 ITEM INFORMATION: Other Events FILED AS OF DATE: 20170119 DATE AS OF CHANGE: 20170119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anthem, Inc. CENTRAL INDEX KEY: 0001156039 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 352145715 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16751 FILM NUMBER: 17534811 BUSINESS ADDRESS: STREET 1: 120 MONUMENT CIRCLE CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3174886000 MAIL ADDRESS: STREET 1: 120 MONUMENT CIRCLE CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: WELLPOINT, INC DATE OF NAME CHANGE: 20100105 FORMER COMPANY: FORMER CONFORMED NAME: WELLPOINT INC DATE OF NAME CHANGE: 20041130 FORMER COMPANY: FORMER CONFORMED NAME: ANTHEM INC DATE OF NAME CHANGE: 20010730 8-K 1 d331024d8k.htm 8-K 8-K

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): January 19, 2017 (January 18, 2017)

ANTHEM, INC.

(Exact name of registrant as specified in its charter)

Indiana

001-16751

35-2145715

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

120 Monument Circle

Indianapolis, IN 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (317) 488-6000

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))

Section 8—Other Events

Item 8.01—Other Events.

On January 18, 2017, in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 23, 2015, among Anthem, Inc. (the “Company”), Anthem Merger Sub Corp. and Cigna Corporation (“Cigna”), the Company delivered written notice to Cigna that Anthem has elected to extend the “Termination Date” (as defined in the Merger Agreement) through and including April 30, 2017.

Anthem’s election to extend the Termination Date is based on its determination that additional time will be needed to consummate the merger contemplated by the Merger Agreement, regardless of the outcome of the District Court’s proceeding in United States, et al. v. Anthem, Inc. and Cigna Corp.

The foregoing description of the Merger Agreement is subject to, and is qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report filed by Anthem on July 27, 2015, and which is incorporated herein by reference.

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: January 19, 2017