0000950123-11-023122.txt : 20110308 0000950123-11-023122.hdr.sgml : 20110308 20110308160649 ACCESSION NUMBER: 0000950123-11-023122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110307 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110308 DATE AS OF CHANGE: 20110308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPRESS SCRIPTS INC CENTRAL INDEX KEY: 0000885721 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 431420563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20199 FILM NUMBER: 11672056 BUSINESS ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 BUSINESS PHONE: 3149960900 MAIL ADDRESS: STREET 1: ONE EXPRESS WAY CITY: ST LOUIS STATE: MO ZIP: 63121 8-K 1 c63433ae8vk.htm FORM 8-K e8vk
 
 
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): March 8, 2011 (March 7, 2011)
Express Scripts, Inc.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware
(State or Other Jurisdiction of Incorporation) 		  0-20199
(Commission File Number) 		  43-1420563
(I.R.S. Employer Identification No.)
One Express Way,
St. Louis, MO 63121
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: 314-996-0900
     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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Termination of a Material Definitive Agreement.
     On March 2, 2011, the Board of Directors (the “Board”) of Express Scripts, Inc. (the “Company”) approved an Amendment No. 3 (the “Amendment”), effective March 7, 2011, to the Rights Agreement dated as of July 25, 2001, as amended by Amendment No. 1 dated as of May 25, 2005 and Amendment No. 2 dated as of December 18th, 2009 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company (the “Rights Agent”). The Rights Agent also acts as the Company’s transfer agent.
     The Amendment changes the Final Expiration Date of the rights issued pursuant to the Rights Agreement (the “Rights”) from July 25, 2011 to March 15, 2011. Accordingly, as of the close of business on March 15, 2011, the rights issued under the Rights Agreement will expire and will no longer be outstanding.
     A copy of the Amendment to the Rights Agreement is filed as Exhibit 4.1 to this Form 8-K, and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
4.1
  Amendment No. 3, dated as of March 7, 2011, to the Rights Agreement, dated as of July 25, 2001, between Express Scripts, Inc. and American Stock Transfer & Trust Company as Rights Agent.

 

 

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: March 8, 2011  Express Scripts, Inc.
 		  
  By:   /s/ Keith J. Ebling    
    Name:   Keith J. Ebling   
    Title:   Executive Vice President and General Counsel   

 

 

         
INDEX TO EXHIBITS
4.1 Amendment No. 3, dated as of March 7, 2011, to the Rights Agreement, dated as of July 25, 2001, between Express Scripts, Inc. and American Stock Transfer & Trust Company as Rights Agent.

 

EX-4.1 2 c63433aexv4w1.htm EX-4.1 exv4w1
AMENDMENT NO. 3 TO
RIGHTS AGREEMENT
BETWEEN THE CORPORATION AND
AMERICAN STOCK TRANSFER &
TRUST COMPANY, AS RIGHTS AGENT
RECITALS
A. Express Scripts, Inc. (the “Company”) is a party to that certain Rights Agreement, dated as of July 25, 2001, between the Corporation and American Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No. 1 dated as of May 25, 2005 and Amendment No. 2 dated as of December 18th, 2009 (the “Rights Agreement”).
B. Pursuant to Section 27 of the Rights Agreement, the Company has the right to supplement or amend certain provisions of the Rights Agreement.
C. On March 2, 2011, the Board of Directors of the Company approved this Amendment to the Rights Agreement as set forth below.
AMENDMENT
1. Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows.
     (a) Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-thousandth of a share of Preferred Stock (or other securities, cash or assets, as the case may be) as to which the Rights are exercised, at any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the close of business on March 15, 2011 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
2. Exhibit B to the Rights Agreement entitled “Form of Right Certificate” shall be hereby amended to replace the date “July 25, 2011” with the date “March 15, 2011” in all places where such date appears.
3. Exhibit C to the Rights Agreement entitled “Summary of Rights to Purchase Preferred Stock” shall be hereby amended to replace the date “July 25, 2011” with the date “March 15, 2011” in all places where such date appears.

 

 

4. Section 26 of the Rights Agreement is amended and restated in part to update the address of the Rights Agent by deleting the language which reads:
American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
Attn: General Counsel
and replacing such language, in its entirety, with the following:
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
Attn: General Counsel
5. Upon the expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall be terminated and of no further force or effect whatsoever without any further action on the part of the company or the Rights Agent.
6. The Company and the Rights Agent hereby waive any notice requirements under the Rights Agreement pertaining to this Amendment or any of the matters covered by the Amendment.
7. Capitalized terms used herein but not defined shall have the meanings given to them in the Rights Agreement.
8. Except as otherwise provided in this Amendment, the terms and conditions of the Rights Agreement shall remain in full force and effect.

 

 

Certified as of this 7th day of March, 2011.
             
    EXPRESS SCRIPTS, INC.
 
            
    By:   /s/ Keith J. Ebling
        Name: Keith J. Ebling
        Title: Executive Vice President and General Counsel
         
 
            
    AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
 
            
    By:   /s/ David H. Brill
        Name: David H. Brill
        Title: SVP & General Counsel
 
           
[SIGNATURE PAGE TO RIGHTS AGREEMENT AMENDMENT]