8-K

ANTHEM, INC.

/s/ Kathleen S. Kiefer

Kathleen S. Kiefer

Corporate Secretary

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