As filed with the Securities and Exchange Commission on April 11, 2012

Registration No. 333-159654

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

 

EXPRESS SCRIPTS, INC.

*And the Subsidiary Guarantors listed below

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		43-1420563
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Express Way, St. Louis, MO 63121

(Address, including zip code, of registrant’s principal executive offices)

 

 

Keith J. Ebling, Esq.

Vice President

c/o Express Scripts Holding Company

One Express Way

St. Louis, Missouri 63121

(314) 996-0900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With a copy to:

Stacy J. Kanter

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

 

 

Approximate date of commencement of proposed sale to the public: Not Applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨ (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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*TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

 

Name, Address and Telephone Number(1)		State or Other Jurisdiction of Incorporation		I.R.S Employer Identification Number
Airport Holdings, LLC		New Jersey			75-3040465
Byfield Drug, Inc.		Massachusetts			01-0705518
Care Continuum, Inc.		Kentucky			61-1162797
CFI of New Jersey, Inc.		New Jersey			22-3114423
Chesapeake Infusion, Inc.		Florida			22-3835126
ConnectYourCare Company, LLC		Delaware			20-2996995
ConnectYourCare, LLC		Maryland			26-1274092
CuraScript, Inc.		Delaware			36-4369972
CuraScript PBM Services, Inc.		Delaware			36-4374570
Diversified Pharmaceutical Services, Inc.		Minnesota			41-1627938
ESI Acquisition, Inc.		New York			16-1279199
ESI Claims, Inc.		Delaware			43-1869691
ESI Enterprises, LLC		Delaware			56-2356810
ESI-GP Holdings, Inc.		Delaware			43-1925556
ESI Mail Order Processing, Inc.		Delaware			74-2974964
ESI Mail Pharmacy Service, Inc.		Delaware			43-1867735
ESI Partnership		Delaware			43-1925562
ESI Realty, LLC		New Jersey			75-3040456
ESI Resources, Inc.		Minnesota			41-2006555
Express Scripts Canada Holding, Co.		Delaware			43-1942542
Express Scripts Canada Holding, LLC		Delaware			27-1490640
Express Scripts MSA, LLC		Florida			20-0551334
Express Scripts Pharmaceutical Procurement, LLC		Delaware			20-5826948
Express Scripts Services Company		Delaware			43-1832983
Express Scripts Senior Care, Inc.		Delaware			20-3126075
Express Scripts Senior Care Holdings, Inc.		Delaware			20-3126104
Express Scripts Specialty Distribution Services, Inc.		Delaware			43-1869712
Express Scripts Utilization Management Co.		Delaware			43-1869714
Express Scripts WC, Inc.		Florida			59-2997634
Freco, Inc.		Florida			02-0523249
Freedom Service Company, LLC		Florida			20-3229217
Healthbridge, Inc.		Delaware			26-2159005
Healthbridge Reimbursement and Product Support, Inc.		Massachusetts			04-2992335
iBiologic, Inc.		Delaware			20-0325621
IVTx, Inc.		Delaware			43-1794690
Lynnfield Compounding Center, Inc.		Florida			58-2593075
Lynnfield Drug, Inc.		Florida			04-354-6044
Matrix GPO LLC		Indiana			51-0500147
Mooresville On-Site Pharmacy, LLC		Delaware			26-1102625
National Prescription Administrators, Inc.		New Jersey			22-2230703
Priorityhealthcare.com, Inc.		Florida			59-3573515
Priority Healthcare Corporation		Indiana			35-1927379
Priority Healthcare Corporation West		Nevada			88-0445494
Priority Healthcare Distribution, Inc.		Florida			59-3761140
Priority Healthcare Pharmacy, Inc.		Florida			59-3099905
Sinuspharmacy, Inc.		Florida			56-2394216
Specialty Infusion Pharmacy, Inc.		Florida			74-3105470
Spectracare, Inc.		Kentucky			61-1147068
Spectracare Health Care Ventures, Inc.		Kentucky			61-1317695
Spectracare of Indiana		Indiana			35-1807559
Spectracare Infusion Pharmacy, Inc.		Kentucky			61-1147067
Value Health, Inc.		Delaware			06-1194838
YourPharmacy.com, Inc.		Delaware			43-1842584

 

(1)	The address of the principal executive office for each of these additional registrants is One Express Way, St. Louis, Missouri 63121. Their telephone number is (314) 996-0900.

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Explanatory Note

On April 2, 2012, pursuant to an Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011 (the “Merger Agreement”), by and among Express Scripts, Inc. (the “Company”), Medco Health Solutions, Inc., Express Scripts Holding Company (formerly known as Aristotle Holding, Inc.), Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., Aristotle Merger Sub, Inc. merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Express Scripts Holding Company. In connection with the Merger, the registrants have terminated all offerings of their securities pursuant to the Registration Statement on Form S-3 (File No. 333-159654), as amended (the “Registration Statement”).

This Post-Effective Amendment No. 2 to the Registration Statement is being filed solely for the purpose of deregistering any and all securities registered under the Registration Statement that remain unsold.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Jeffrey Hall Jeffrey Hall		President and Chief Accounting Officer (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Keith J. Ebling Keith J. Ebling		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Jeffrey Hall Jeffrey Hall		President and Chief Accounting Officer of Express Scripts, Inc. (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Keith J. Ebling Keith J. Ebling		Director of Express Scripts, Inc.		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Jeffrey Hall Jeffrey Hall		President and Treasurer (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Keith J. Ebling Keith J. Ebling		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Keith J. Ebling Keith J. Ebling		Vice President (Principal Executive Officer)		April 11, 2012
/s/ Jeffrey Hall Jeffrey Hall		Treasurer (Principal Financial and Accounting Officer)		April 11, 2012
/s/ Patrick McNamee Patrick McNamee		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Patrick McNamee Patrick McNamee		President (Principal Executive Officer)		April 11, 2012
/s/ Kelley Elliott Kelley Elliott		Treasurer (Principal Financial and Accounting Officer)		April 11, 2012
/s/ Patrick McNamee Patrick McNamee		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Patrick McNamee Patrick McNamee		President (Principal Executive Officer)		April 11, 2012
/s/ Kelley Elliott Kelley Elliott		Treasurer (Principal Financial and Accounting Officer)		April 11, 2012
/s/ Patrick McNamee Patrick McNamee		Manager		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Jeffrey Hall Jeffrey Hall		President and Treasurer (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Keith J. Ebling Keith J. Ebling		Manager		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Tom Rocheford Tom Rocheford		President (Principal Executive Officer)		April 11, 2012
/s/ Matt Dietrich Matt Dietrich		Vice President and Treasurer (Principal Financial and Accounting Officer)		April 11, 2012
/s/ Matt Dietrich Matt Dietrich		Director		April 11, 2012
/s/ Tom Rocheford Tom Rocheford		Director		April 11, 2012
/s/ Marcus Magnuson Marcus Magnuson		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Jeffrey Hall Jeffrey Hall		President and Chief Accounting Officer of Express Scripts, Inc. (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Jeffrey Hall Jeffrey Hall		Director of Express Scripts, Inc.		April 11, 2012
/s/ Tom Rocheford Tom Rocheford		President of ESI-GP Holdings, Inc. (Principal Executive Officer)		April 11, 2012
/s/ Matt Dietrich Matt Dietrich		Vice President and Treasurer of ESI-GP Holdings, Inc. (Principal Financial and Accounting Officer)		April 11, 2012
/s/ Tom Rocheford Tom Rocheford		Director of ESI-GP Holdings, Inc.		April 11, 2012
/s/ Matt Dietrich Matt Dietrich		Director of ESI-GP Holdings, Inc.		April 11, 2012
/s/ Marcus Magnuson Marcus Magnuson		Director of ESI-GP Holdings, Inc.		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Jeffrey Hall Jeffrey Hall		President and Treasurer of Spectracare, Inc. (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Keith J. Ebling Keith J. Ebling		Director of Spectracare, Inc.		April 11, 2012
/s/ Jeffrey Hall Jeffrey Hall		President and Treasurer of Care Continuum, Inc. (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Keith J. Ebling Keith J. Ebling		Director of Care Continuum, Inc.		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Keith J. Ebling Keith J. Ebling		Vice President (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Jeffrey Hall Jeffrey Hall		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Jeffrey Hall Jeffrey Hall		Chairman and Treasurer (Principal Executive, Financial and Accounting Officer)		April 11, 2012
/s/ Keith J. Ebling Keith J. Ebling		Manager		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Edward Ignaczak Edward Ignaczak		President (Principal Executive Officer)		April 11, 2012
/s/ Matthew Harper Matthew Harper		Vice President and Treasurer (Principal Financial and Accounting Officer)		April 11, 2012
/s/ Edward Ignaczak Edward Ignaczak		Manager		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Edward Ignaczak Edward Ignaczak		President (Principal Executive Officer)		April 11, 2012
/s/ Matthew Harper Matthew Harper		Vice President and Treasurer (Principal Financial and Accounting Officer)		April 11, 2012
/s/ Edward Ignaczak Edward Ignaczak		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ George Paz George Paz		President (Principal Executive Officer)		April 11, 2012
/s/ Kelley Elliott Kelley Elliott		Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)		April 11, 2012
/s/ George Paz George Paz		Director		April 11, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on the 11th day of April, 2012.

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dated indicated.

 

Name		Title		Date
/s/ Patrick McNamee Patrick McNamee		President (Principal Executive Officer)		April 11, 2012
/s/ Kelley Elliott Kelley Elliott		Treasurer (Principal Financial and Accounting Officer)		April 11, 2012
/s/ George Paz George Paz		Director		April 11, 2012