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 24, 2005
EXPRESS
SCRIPTS, INC.
(Exact
Name of Registrant as Specified in its Charter)
_______________
|
DELAWARE |
0-20199 |
43-1420563 |
|
(State
or Other Jurisdiction of
Incorporation
or Organization |
(Commission
File Number) |
(I.R.S.
Employer
Identification
No.) |
|
13900
Riverport Drive, Maryland Heights, MO
(Address
of Principal Executive Offices) |
|
63043
(Zip
Code) |
Registrant’s
telephone number including area code: 314-770-1666
No change
since last report
(Former
Name or 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) |
|
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¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry
into a Material Definitive Agreement
On March 24, 2005, Express Scripts,
Inc. (the “Company”) entered into a consulting agreement with Barrett Toan,
Chairman and Chief Executive Officer of the Company. Mr. Toan will be retiring
as Chief Executive Officer of the Company on March 31, 2005, at which time the
consulting agreement becomes effective.
Under the
consulting agreement, Mr. Toan will serve as non-executive Chairman of the
Board, and shall have duties and responsibilities commensurate with such
position. He will also render consulting services to the Company on such matters
as the Company may request. Annual compensation for services performed as
non-executive Chairman of the Board shall be in accordance with annual
compensation at such times and in such amount as the Company pays under the
policy generally in effect for non-employee directors on the Board from time to
time. Compensation for up to thirty-five hours per months of consulting services
shall be in the amount of $30,000 per month; additional consulting services may
be provided upon agreement by the parties, for additional compensation. Mr. Toan
shall also be entitled to be reimbursed for all out-of-pocket expenses paid in
connection with the services provided under the consulting agreement. The
consulting agreement ends on the date of the Company’s 2006 Annual Meeting,
unless earlier terminated.
SIGNATURE
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 thereunto
duly authorized.
| |
|
EXPRESS SCRIPTS, INC.
|
|
Date:
March 29, 2005 |
|
By: /s/
Thomas
M. Boudreau
Thomas
M. Boudreau
Sr.
Vice President & General Counsel
|
EXHIBIT
INDEX
|
Exhibit
No. |
|
Description |
| |
|
|
|
10.1 |
|
Consulting
Agreement dated March 24, 2005 |