SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report December 22, 2003
Express Scripts, Inc.
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-20199 43-1420563
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
corporation)
13900 Riverport Drive, Maryland Heights, Missouri 63043
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 890-7029
Registrant's telephone number, including area code: (314) 770-1666
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(Former name or former address, if changed since last report)
Item 5. Other Events
On December 22, 2003, Express Scripts, Inc. (the "Company") announced
that it had entered into a definitive agreement to acquire the capital stock of
CuraScript Pharmacy, Inc. and CuraScript PBM Services, Inc. for a cash purchase
price of $335 million. A copy of the Stock Purchase Agreement is attached as
Exhibit 2.1 hereto.
Item 9. Regulation FD Disclosure
The following information is furnished pursuant to Regulation FD.
On December 22, 2003, the Company announced that it had entered into a
definitive agreement to acquire the capital stock of CuraScript Pharmacy, Inc.
and CuraScript PBM Services, Inc. for a cash purchase price of $335 million.
The Company issued a press release with respect to the foregoing, a copy of
which is attached as Exhibit 99.1 hereto, and incorporated herein by reference.
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 hereunto duly authorized.
Express Scripts, Inc.
Date: December 22, 2003 By: /s/ Barrett A. Toan
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Barrett A. Toan
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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2.1 Stock Purchase Agreement dated December 19, 2003 (all
Exhibits and Schedules are omitted from this filing but
will be filed with the Commission supplementally upon
request)
99.1 Press release, dated December 22, 2003