CVS HEALTH Corp 8-K 2007
Registrants telephone number, including area code: (401) 765-1500
Section 8 - Other Events
Item 8.01 Other Events
The purpose of this Form 8-K is to update the joint proxy statement/prospectus included in the Registration Statement on Form S-4, file No. 333-139470, filed by CVS Corporation (CVS) with the Securities and Exchange Commission (the SEC) and declared effective by the SEC on January 19, 2007, and mailed by CVS and Caremark Rx, Inc. (Caremark) to their respective stockholders commencing on January 19, 2007. The information contained in this Form 8-K (and in the Exhibits hereto) is incorporated by reference into the above-mentioned joint proxy statement/prospectus.
On February 23, 2007, the Delaware Court of Chancery denied plaintiffs motion to enjoin the merger of CVS and Caremark Rx, Inc. The Court held that a Caremark stockholder vote on the merger may be held 20 days after Caremark makes supplemental disclosures regarding appraisal rights and the structure of fees to be paid by Caremark to its financial advisors.
On February 24, 2007, Caremark mailed a proxy statement supplement (attached to this Current Report on Form 8-K as Exhibit 99.1) to its shareholders containing disclosure regarding shareholder appraisal rights and financial advisory fees. In addition, Caremark announced that its special meeting of shareholders to approve the merger will now be held on March 16, 2007.
On February 26, 2007, CVS Corporation issued a press release (attached to this Current Report on Form 8-K as Exhibit 99.2) commenting on the Courts decision rendered. In addition, CVS noted that on February 23, 2007, CVS adjourned its special meeting of shareholders to approve the CVS/Caremark merger to March 9, 2007. In light of the Delaware Courts ruling, CVS intends to once again adjourn the meeting to a later date in March and will inform shareholders of the new meeting date as promptly as possible.
Section 9 - Financial Statements and Exhibits
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.