0001193125-12-398494.txt : 20120920 0001193125-12-398494.hdr.sgml : 20120920 20120920165024 ACCESSION NUMBER: 0001193125-12-398494 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120919 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120920 DATE AS OF CHANGE: 20120920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CVS CAREMARK CORP CENTRAL INDEX KEY: 0000064803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 050494040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01011 FILM NUMBER: 121102462 BUSINESS ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895 BUSINESS PHONE: 4017651500 MAIL ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895 FORMER COMPANY: FORMER CONFORMED NAME: CVS/CAREMARK CORP DATE OF NAME CHANGE: 20070322 FORMER COMPANY: FORMER CONFORMED NAME: CVS CORP DATE OF NAME CHANGE: 19970128 FORMER COMPANY: FORMER CONFORMED NAME: MELVILLE CORP DATE OF NAME CHANGE: 19920703 8-K 1 d414609d8k.htm FORM 8-K Form 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): September 19, 2012

 

 

CVS CAREMARK CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-01011   05-0494040

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

One CVS Drive, Woonsocket, Rhode Island 02895

(Address of principal executive offices)

Registrant’s telephone number, including area code: (401) 765-1500

(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 8.01. Other Events.

On September 19, 2012, CVS Caremark Corporation issued a press release announcing that its Board of Directors had approved a share repurchase program for up to $6.0 billion of its outstanding common stock. A copy of the press release announcing the approval of the share repurchase program is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.		    Description
99.1    Press Release, dated September 19, 2012, of CVS Caremark 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.

 

    CVS CAREMARK CORPORATION
Date: September 19, 2012     By:  

/s/ David M. Denton

    Name:   David M. Denton
    Title:   Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

 

Exhibit
No.		    Description
99.1    Press Release, dated September 19, 2012, of CVS Caremark Corporation
 EX-99.1 2 d414609dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

Investor Contact:   Nancy Christal   Media Contact:   Carolyn Castel
  Senior Vice President     Vice President
  Investor Relations     Corporate Communications
  (914) 722-4704     (401) 770-5717

For Immediate Release

CVS Caremark Corporation Announces New Share Repurchase Authorization for up to $6 Billion of Common Stock

Company Also Announces Quarterly Dividend

WOONSOCKET, R.I., September 19, 2012 - CVS Caremark Corporation (NYSE: CVS) today announced that its Board of Directors has approved a new share repurchase program for up to $6.0 billion of the company’s outstanding common stock. The share repurchase authorization, which is effective immediately, permits the company to effect the repurchases from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions.

The Company also stated that this new share repurchase program is expected to be completed over a multi-year period. The Company intends to provide 2013 guidance and to outline its capital allocation strategy during its upcoming Analyst Day, to be held on December 13, 2012. At that time, the Company will provide its assumption for the amount of share repurchases expected to be completed during 2013.

Dave Denton, executive vice president and chief financial officer of CVS Caremark, stated, “We’re very pleased with the Board’s decision to approve this new share repurchase program and believe it reflects their confidence in CVS Caremark’s growth outlook as well as an ongoing commitment to create shareholder value. We have a highly disciplined approach to capital allocation and we are committed to using our strong free cash flow to fund investments that drive returns in addition to dividends and value-enhancing share repurchases.”

CVS Caremark also announced today that its Board of Directors has approved a quarterly dividend of $0.1625 (16.25 cents) per share on the Common Stock of the Corporation, payable November 2, 2012, to holders of record on October 22, 2012.

About CVS Caremark

CVS Caremark is dedicated to helping people on their path to better health as the largest integrated pharmacy company in the United States. Through the company’s approximately 7,400 CVS/pharmacy stores; its leading pharmacy benefit manager serving more than 60 million plan members; and its retail health clinic system, the largest in the nation with approximately 600 MinuteClinic locations, it is a market leader in mail order, retail and specialty pharmacy, retail clinics, and Medicare Part D Prescription Drug Plans. As a pharmacy innovation company with an unmatched breadth of capabilities, CVS Caremark continually strives to improve health and lower costs by developing new approaches such as its unique Pharmacy Advisor program that helps people with chronic diseases, such as diabetes, obtain and stay on their medications. Find more information about how CVS Caremark is reinventing pharmacy for better health at info.cvscaremark.com.

Forward-Looking Statements

This press release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company strongly recommends that you become familiar with the specific risks and uncertainties outlined under the Risk

Factors section in our Annual Report on Form 10-K for the year ended December 31, 2011 and under the section entitled “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Quarterly Report on Form 10-Q.

There can be no assurance as to the amount, timing or prices of repurchases. The specific timing and amount of repurchases will vary based on market conditions and other factors. The share repurchase program may be modified, extended or terminated by the board of directors at any time.