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): July 21, 2011
EXPRESS SCRIPTS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
| Delaware
|
|
0-20199
|
|
43-1420563 |
|
|
|
|
|
|
| (State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer |
| of incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
| One Express Way, St. Louis, MO
|
|
63121 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
| |
|
|
| Registrant’s telephone number, including area code
|
|
314-996-0900 |
Not Applicable
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:
þ 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 8.01. Other Events
Beginning July 21, 2011, Express Scripts, Inc. distributed the following materials, each of which
is attached hereto and is incorporated herein by reference:
| |
• |
|
Investor Presentation (Exhibit 99.1) |
| |
| |
• |
|
Fact Sheet (Exhibit 99.2) |
| |
| |
• |
|
Talking Points (Exhibit 99.3) |
| |
| |
• |
|
Management Briefing Slides (Exhibit 99.4) |
| |
| |
• |
|
Management Team Memo (Exhibit 99.5) |
| |
| |
• |
|
Expressmail to Employees (Exhibit 99.6) |
| |
| |
• |
|
Intranet Article (Exhibit 99.7) |
| |
| |
• |
|
Broadcasted Voicemail Script (Exhibit 99.8) |
| |
| |
• |
|
Client Email (Exhibit 99.9) |
| |
| |
• |
|
Intermediary Email (Exhibit 99.10) |
| |
| |
• |
|
BetterRxCare.com (Exhibit 99.11) |
Item 9.01. Financial Statements and Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
99.1
|
|
Investor Presentation |
99.2
|
|
Fact Sheet |
99.3
|
|
Talking Points |
99.4
|
|
Management Briefing Slides |
99.5
|
|
Management Team Memo |
99.6
|
|
Expressmail to Employees |
99.7
|
|
Intranet Article |
99.8
|
|
Broadcasted Voicemail Scripts |
99.9
|
|
Client Email |
99.10
|
|
Intermediary Email |
99.11
|
|
BetterRxCare.com |
2
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.
| |
|
|
|
|
| |
Express Scripts, Inc.
(Registrant)
|
|
| |
By: |
/s/ Jeffrey Hall
|
|
| |
|
Name: |
Jeffrey Hall |
|
| |
|
Title: |
Executive Vice President and Chief Financial Officer |
|
| |
Dated: July 21, 2011
3