Express Scripts 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 10, 2012
Express Scripts Holding Company
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code 314-996-0900
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:
Item 7.01 Regulation FD Disclosure
On April 2, 2012, pursuant to the Agreement and Plan of Merger dated as of July 20, 2011, as amended on November 7, 2011 (the Merger Agreement), by and among the Express Scripts Holding Company (Express Scripts or the Parent), Express Scripts, Inc. (ESI), Medco Health Solutions, Inc. (Medco), Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., each of ESI and Medco became wholly owned subsidiaries of Express Scripts. Medco is an acquiree for accounting and financial reporting purposes.
This Current Report on Form 8-K includes Medcos consolidated historical financial statements for the first quarter of fiscal 2012, which are attached hereto as Exhibit 99.1 and incorporated herein by reference. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 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.
Dated: May 10, 2012