CAREFUSION CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-03-17: Form 8-K; Period of report 2015-03-17; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2015-03-13: Form 8-K; Period of report 2015-03-13; Description 8.01 Other Events; Details 8.01.
- 2015-02-05: Form 8-K; Period of report 2015-02-05; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2015-01-21: Form 8-K; Period of report 2015-01-21; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-03-17 | 8-K | 2015-03-17 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 In connection with the consummation of the Merger, on March 17, 2015, CareFusion terminated all commitments and repaid all amounts outstanding under the Amended and Restated Credit Agreement, dated as of February 13, 2014, among CareFusion, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and L/C issuer, Bank of America, N.A., as syndication agent and L/C issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners. 2.01 The information contained in the Introductory Note above is incorporated herein by reference. 3.01 Trading in shares of common stock of CareFusion on the New York Stock Exchange has been halted. 3.03 The disclosure set forth in Item 3.01 is incorporated herein by reference. 5.01 The information contained in the Introductory Note above is incorporated herein by reference. 5.02 In connection with the Merger, all of the directors of CareFusion immediately prior to the effective time ceased to be directors of CareFusion at the effective time and were replaced by: Gary DeFazio, Rebecca Bedno and David Highet. 5.03 At the effective time of the Merger, the Certificate of Incorporation of CareFusion was amended and restated in the form of the Certificate of Incorporation, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein. 7.01 On March 17, 2015, BD issued a press release announcing the consummation of the Merger. | d890298d8k.htm |
| 2015-03-13 | 8-K | 2015-03-13 | 8.01 Other Events | 8.01 On March 13, 2015, Becton, Dickinson and Company (“BD”) and CareFusion Corporation (“CareFusion”) issued a joint press release announcing that the companies have received clearance from the European Commission under the EU Merger Regulation for the pending acquisition of CareFusion by BD. | d891528d8k.htm |
| 2015-02-05 | 8-K | 2015-02-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 5, 2015, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and six months ended December 30, 2014. 7.01 In the News Release, the Company presents non-GAAP financial measures that exclude certain amounts, including, “adjusted segment profit”, “adjusted operating expenses”, “adjusted operating income”, “adjusted operating margin,” “adjusted net income”, “adjusted diluted earnings per share”, and “adjusted effective tax rate”. | form8-kitem202701901_fy15q2.htm |
| 2015-01-21 | 8-K | 2015-01-21 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 CareFusion Corporation (the “Company”) held its special meeting of stockholders (the “Special Meeting”) on January 21, 2015 pursuant to a definitive merger proxy statement filed with the Securities and Exchange Commission on December 19, 2014. 8.01 On January 21, 2015, BD and the Company issued a joint press release (the “Press Release”) announcing the results of the Special Meeting. | d855918d8k.htm |
| 2015-01-05 | 8-K | 2014-12-31 | 8.01 Other Events | 8.01 As previously announced, on October 5, 2014, Becton, Dickinson and Company (“BD”) entered into an Agreement and Plan of Merger with CareFusion Corporation (“CareFusion”) and Griffin Sub, Inc. (“Merger Corp”), a wholly owned subsidiary of BD, pursuant to which BD would acquire CareFusion in a stock and cash transaction. | d845799d8k.htm |
| 2014-11-06 | 8-K | 2014-11-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 6, 2014, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter ended September 30, 2014. 7.01 In the News Release, the Company presents non-GAAP financial measures that exclude certain amounts, including, “adjusted segment profit”, “adjusted operating expenses”, “adjusted operating income”, “adjusted operating margin,” “adjusted net income”, “adjusted diluted earnings per share”, and “adjusted effective tax rate”. | form8-kitem202701901_fy15q1.htm |
| 2014-11-05 | 8-K/A | 2014-11-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 7, 2014, CareFusion Corporation (the “Company”) filed a Current Report on Form 8-K in which it announced that the Board of Directors of the Company (the “Board”) had elected Mr. Supratim Bose as a director of the Company, effective May 7, 2014. | form8-ka502.htm |
| 2014-11-05 | 8-K | 2014-11-05 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 CareFusion Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 5, 2014 pursuant to a definitive notice and proxy statement filed with the Securities and Exchange Commission on September 25, 2014. | form8-kitem507.htm |
| 2014-10-06 | 8-K | 2014-10-05 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On October 5, 2014, Becton, Dickinson and Company, a New Jersey corporation (“BD”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CareFusion Corporation, a Delaware corporation (“CareFusion”) and Griffin Sub, Inc., a Delaware corporation and wholly owned subsidiary of BD (“Merger Corp”). 5.02 CareFusion maintains the Executive Change in Control Severance Plan, as amended and restated effective July 1, 2012 (the “Plan”). 8.01 On October 5, 2014, BD and CareFusion issued a joint press release (the “Press Release”) announcing the execution of the Merger Agreement. | d800587d8k.htm |
| 2014-08-07 | 8-K | 2014-08-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 7, 2014, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and fiscal year ended June 30, 2014. 7.01 During a conference call scheduled to be held at 2:00 p.m. | form8-kitem202707901_fy14q4.htm |
| 2014-05-22 | 8-K | 2014-05-22 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 22, 2014, CareFusion Corporation (the “Company”) completed an underwritten public offering of $300 million aggregate principal amount of 1.450% Senior Notes due 2017 (the “2017 Notes”), $400 million aggregate principal amount of 3.875% Senior Notes due 2024 (the “2024 Notes”) and $300 million aggregate principal amount of 4.875% Senior Notes due 2044 (the “2044 Notes” and, together with the 2017 Notes and the 2024 Notes, the “Notes”). | d729351d8k.htm |
| 2014-05-16 | 8-K | 2014-05-15 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On May 15, 2014, CareFusion Corporation (the “Company”) issued a news release announcing the pricing of its underwritten public offering of $300 million aggregate principal amount of 1.450% Senior Notes due 2017 (the “2017 Notes”), $400 million aggregate principal amount of 3.875% Senior Notes due 2024 (the “2024 Notes”) and $300 million aggregate principal amount of 4.875% Senior Notes due 2044 (the “2044 Notes” and, together with the 2017 Notes and the 2024 Notes, the “Notes”). 8.01 On May 15, 2014, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the issuance and sale by the Company of the Notes. | d730868d8k.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 7, 2014, CareFusion Corporation (the “Company”) issued a news release in which the Company announced that its Board of Directors (the “Board”) had resolved to increase the size of the Board from nine directors to ten directors and that it elected Mr. Supratim Bose as a new Class II director of the Company, effective May 7, 2014. | form8-k502901.htm |
| 2014-05-05 | 8-K | 2014-05-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 5, 2014, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and nine months ended March 31, 2014. 7.01 During a conference call scheduled to be held at 2:00 p.m. | form8-kitem202707901_fy14q3.htm |
| 2014-02-13 | 8-K | 2014-02-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On February 13, 2014, CareFusion Corporation (the “Company”), entered into an Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Bank of America, N.A., as Syndication Agent and L/C Issuer, the other lenders party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners (the “Amended Credit Agreement”), providing for unsecured revolving credit commitments in the aggregate amount of $750 million. 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. | d675303d8k.htm |
| 2014-02-12 | 8-K | 2014-02-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 10, 2014, Vivek Jain notified CareFusion Corporation (the “Company”) of his intention to resign from his position as President, Procedural Solutions, effective February 11, 2014. | form8-kitem502.htm |
| 2014-02-03 | 8-K | 2014-02-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 3, 2014, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and six months ended December 31, 2013. 7.01 During a conference call scheduled to be held at 2:00 p.m. | form8-kitem202707901_fy14q2.htm |
| 2014-01-23 | 8-K | 2014-01-23 | 8.01 Other Events | 8.01 On January 23, 2014, CareFusion Corporation (the “Company”) announced that it has completed its previously announced offer to exchange any and all of its outstanding $300 million aggregate principal amount of 3.300% Senior Notes due 2023 (the “Initial Notes”) for an equal amount of new 3.300% Senior Notes due 2023 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). | form8-k.htm |
| 2014-01-09 | 8-K | 2014-01-09 | 8.01 Other Events | 8.01 On January 9, 2014, CareFusion Corporation (the “Company”) issued a statement (the “Statement”) regarding the Company’s previously disclosed government settlement. | d656466d8k.htm |
| 2013-12-20 | 8-K | 2013-12-20 | 8.01 Other Events | 8.01 On December 20, 2013, CareFusion Corporation (the “Company”) announced that it has commenced an offer to exchange any and all of its outstanding $300 million aggregate principal amount of 3.300% Senior Notes due 2023 (the “Initial Notes”) for an equal amount of new 3.300% Senior Notes due 2023 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). | d647584d8k.htm |
| 2013-11-18 | 8-K | 2013-11-18 | 7.01 Regulation FD Disclosure | 7.01 On November 18, 2013, CareFusion Corporation (the “Company”) issued a news release in which the Company announced that it entered into a definitive agreement to acquire the Vital Signs division of GE Healthcare. | d630117d8k.htm |
| 2013-11-07 | 8-K | 2013-11-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 7, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter ended September 30, 2013. 7.01 During a conference call scheduled to be held at 2:00 p.m. | form8-k.htm |
| 2013-11-06 | 8-K | 2013-11-06 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 CareFusion Corporation (the “Company”) held its annual meeting of stockholders on November 6, 2013 (the “Annual Meeting”). 5.07 The Company’s Annual Meeting was held on November 6, 2013 pursuant to a definitive notice and proxy statement filed with the Securities and Exchange Commission on September 26, 2013. | form8-kitem503507901.htm |
| 2013-08-09 | 8-K/A | 2013-08-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 As previously disclosed by CareFusion Corporation (the “Company”) in its Form 8-K filed May 29, 2013 (the “Form 8-K”), the Audit Committee (the “Committee”) of the Board of Directors of the Company conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014 (“Fiscal 2014”). | d581070d8ka.htm |
| 2013-08-08 | 8-K | 2013-08-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 8, 2013, CareFusion Corporation (the “Company”) announced that Jean Maschal will retire from her role as the Company’s principal accounting officer following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (the “Form 10-K”). | d582064d8k.htm |
| 2013-08-08 | 8-K | 2013-08-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 8, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and fiscal year ended June 30, 2013. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d579512d8k.htm |
| 2013-05-29 | 8-K | 2013-05-29 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 The Audit Committee (the “Committee”) of the Board of Directors of CareFusion Corporation (the “Company”) recently conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2014 (“Fiscal 2014”). | d545919d8k.htm |
| 2013-05-09 | 8-K | 2013-05-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 9, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and nine months ended March 31, 2013. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d534599d8k.htm |
| 2013-04-25 | 8-K | 2013-04-25 | 8.01 Other Events | 8.01 On April 25, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing an agreement in principle to resolve previously disclosed government investigations related to prior sales and marketing practices for its ChloraPrep® skin preparation product and its relationships with health care professionals. | d528353d8k.htm |
| 2013-04-16 | 8-K | 2013-04-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 CareFusion Corporation (the “Company”) held its annual meeting of stockholders on April 15, 2013 (the “Annual Meeting”). | d522119d8k.htm |
| 2013-03-11 | 8-K | 2013-03-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On March 11, 2013, CareFusion Corporation (the “Company”) completed its previously-announced private offering of $300 million aggregate principal amount of 3.300% senior notes due 2023 (the “Notes”). 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. | d499540d8k.htm |
| 2013-03-06 | 8-K | 2013-03-06 | 8.01 Other Events | 8.01 On March 6, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing that it commenced a private offering under Rule 144A and Regulation S of the Securities Act of 1933, as amended, of $300 million aggregate principal amount of senior notes (the “Notes”) solely to qualified institutional buyers inside the United States and to certain non-U.S. persons located outside the United States. | d496464d8k.htm |
| 2013-02-07 | 8-K | 2013-02-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 7, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and six months ended December 31, 2012. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d479777d8k.htm |
| 2013-01-31 | 8-K | 2013-01-31 | 2.02 Results of Operations and Financial Condition | 2.02 On January 31, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) that included the Company’s financial results for the quarter and fiscal year ended June 30, 2012. | d477020d8k.htm |
| 2013-01-14 | 8-K | 2013-01-14 | 5.08 Shareholder Director Nominations | 5.08 On January 14, 2013, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) that included an announcement that the Company’s Board of Directors approved April 15, 2013 as the date of the Company’s 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”). | d466933d8k.htm |
| 2012-12-27 | 8-K | 2012-12-27 | 8.01 Other Events | 8.01 In connection with the submission by CareFusion Corporation (the “Company”) of its Section 303A Annual Written Affirmation to the New York Stock Exchange (the “NYSE”), the Company is filing this current report on Form 8-K to publicly disclose the corporate governance matters required to be disclosed annually by Section 303A of the NYSE Listed Company Manual (the “Manual”). | d458979d8k.htm |
| 2012-12-19 | 8-K | 2012-12-19 | 7.01 Regulation FD Disclosure | 7.01 On December 19, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) providing an update on the status of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2012 (the “Form 10-K”) and quarterly report on Form 10-Q for the quarter ended September 30, 2012 (the “Form 10-Q”). | d455895d8k.htm |
| 2012-12-12 | 8-K | 2012-12-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. | d453831d8k.htm |
| 2012-11-08 | 8-K | 2012-11-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 8, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing preliminary selected financial results for the quarter ended September 30, 2012. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d434347d8k.htm |
| 2012-09-14 | 8-K | 2012-09-14 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed by CareFusion Corporation (the “Company”) in its Form 12b-25 filed with the Securities and Exchange Commission (the “Commission”) on August 29, 2012, the Company delayed the filing of its Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “Form 10-K”) to consult with the Office of the Chief Accountant of the Commission regarding the Company’s accounting policy for sales-type leases in its Pyxis® medication and supply dispensing product lines. | d412227d8k.htm |
| 2012-08-29 | 8-K | 2012-08-29 | 8.01 Other Events | 8.01 On August 29, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing a delay in the filing of its Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “2012 Annual Report”). | d404114d8k.htm |
| 2012-08-09 | 8-K | 2012-08-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 9, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and fiscal year ended June 30, 2012. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d392842d8k.htm |
| 2012-07-02 | 8-K | 2012-07-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On June 26, 2012, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of CareFusion Corporation (the “Company”) approved amended forms of agreements to be utilized by the Company for grants of certain equity awards under the Company’s 2009 Long-Term Incentive Plan (the “LTIP”) and the amendment and restatement of certain of the Company’s compensatory plans, as further described below. | d373608d8k.htm |
| 2012-07-02 | 8-K | 2012-07-02 | 7.01 Regulation FD Disclosure | 7.01 On June 27, 2012, CareFusion Corporation (the “Company”) began notifying customers of a voluntary recall affecting the PC unit of certain of its Alaris® infusion pumps. | d377075d8k.htm |
| 2012-05-03 | 8-K | 2012-05-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 3, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and nine months ended March 31, 2012. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d343049d8k.htm |
| 2012-04-23 | 8-K | 2012-04-23 | 2.06 Material Impairments; 7.01 Regulation FD Disclosure | 2.06 On April 20, 2012, CareFusion Corporation (the “Company”) entered into a definitive agreement to sell its Nicolet neurodiagnostic and monitoring products business (the “Nicolet Business”) to Natus Medical Incorporated for a sale price of approximately $58 million in cash, subject to post closing adjustment related to working capital. 7.01 On April 23, 2012, the Company issued a news release (the “News Release”) in which it announced it had entered into a definitive agreement to sell the Nicolet Business to Natus Medical Incorporated. | d338674d8k.htm |
| 2012-02-10 | 8-K | 2012-02-10 | 8.01 Other Events | 8.01 On February 10, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing that its Board of Directors authorized a program to purchase up to $500 million of the Company’s common stock from time to time, based on market conditions. | d298864d8k.htm |
| 2012-02-02 | 8-K | 2012-02-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 2, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and six months ended December 31, 2011. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d292530d8k.htm |
| 2012-01-09 | 8-K | 2012-01-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 9, 2012, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing preliminary financial results for its second fiscal quarter ended December 31, 2011 and its updated outlook for the fiscal year ending June 30, 2012. 7.01 During a conference call scheduled to be held at 9:00 a.m. | d279401d8k.htm |
| 2011-11-07 | 8-K | 2011-11-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 7, 2011, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter ended September 30, 2011. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d253017d8k.htm |
| 2011-11-03 | 8-K | 2011-11-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 CareFusion Corporation (the “Company”) held its annual meeting of stockholders on November 2, 2011. | d251485d8k.htm |
| 2011-11-02 | 8-K | 2011-11-02 | 8.01 Other Events | 8.01 As previously disclosed, CareFusion Corporation (the “Company”) made a decision in July 2011 to realign its businesses into two new global operating segments. | d249306d8k.htm |
| 2011-08-08 | 8-K | 2011-08-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 8, 2011, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and fiscal year ended June 30, 2011. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d8k.htm |
| 2011-07-06 | 8-K | 2011-07-06 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On July 6, 2011, CareFusion Corporation (the “Company”), entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and swing line lender, Bank of America, N.A., as syndication agent, the other lenders party thereto and J.P Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book managers (the “Credit Agreement”), providing for unsecured revolving credit commitments in the aggregate amount of $550 million. 1.02 In connection with the entry into the Credit Agreement on July 6, 2011, the Company terminated its Three-Year Credit Agreement, dated as of July 1, 2009, by and among the Company, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as syndication agents, the other lenders specified therein and Banc of America Securities LLC, J.P. Morgan Securities Inc., Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint book managers. 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. | d8k.htm |
| 2011-05-05 | 8-K | 2011-05-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 5, 2011, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and nine months ended March 31, 2011. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d8k.htm |
| 2011-04-05 | 8-K | 2011-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 5, 2011, CareFusion Corporation (the “Company”) issued a news release in which the Company announced that Dwight Winstead, the Company’s Chief Operating Officer, will leave the Company on June 30, 2011 (the “Departure Date”). | d8k.htm |
| 2011-02-04 | 8-K | 2011-02-04 | 7.01 Regulation FD Disclosure | 7.01 On February 3, 2011, CareFusion Corporation (the “Company”) issued a news release in which the Company announced that it entered into a definitive agreement with Medline Industries, Inc., for the sale of the Company’s International Surgical Products (“ISP”) distribution business. | d8k.htm |
| 2011-02-03 | 8-K | 2011-02-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 3, 2011, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and six months ended December 31, 2010. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d8k.htm |
| 2011-02-01 | 8-K | 2011-02-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 1, 2011, CareFusion Corporation (the “Company”) issued a news release in which the Company announced that its Board of Directors had elected Kieran T. Gallahue as the Company’s Chairman of the Board of Directors and Chief Executive Officer. | d8k.htm |
| 2010-12-02 | 8-K | 2010-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 1, 2010, CareFusion Corporation (the “Company”) issued a news release in which the Company announced that James Hinrichs would replace Edward Borkowski as the Company’s Chief Financial Officer, effective immediately. | d8k.htm |
| 2010-11-08 | 8-K | 2010-11-03 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 CareFusion Corporation (the “Company”) held its annual meeting of stockholders on November 3, 2010. | d8k.htm |
| 2010-11-02 | 8-K | 2010-11-01 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 On November 2, 2010, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter ended September 30, 2010. 5.02 On November 2, 2010, the Company issued a news release in which the Company reported that David L. Schlotterbeck, the Company’s Chairman of the Board of Directors and Chief Executive Officer, announced his plans to retire. 7.01 During a conference call scheduled to be held at 8:00 a.m. | d8k.htm |
| 2010-10-12 | 8-K | 2010-10-12 | 8.01 Other Events | 8.01 In connection with a review of its executive compensation practices, CareFusion Corporation has determined that, effective immediately, it will not enter into any new agreement, or materially amend an existing agreement, with its executive officers and/or employees that provides for excise tax gross-up provisions with respect to payments contingent upon a change in control. | d8k.htm |
| 2010-08-10 | 8-K | 2010-08-10 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 7.01 Regulation FD Disclosure | 2.02 On August 10, 2010, CareFusion Corporation (the “Company”) issued a news release (the “News Release”) announcing its results for the quarter and fiscal year ended June 30, 2010. 2.05 In the News Release, the Company announced a global restructuring program pursuant to which the Company expects to reduce its cost structure and streamline its operations. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d8k.htm |
| 2010-06-15 | 8-K | 2010-06-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On June 15, 2010, CareFusion Corporation (the “Company”) announced that Ms. Carol Zilm, President of Infusion and Respiratory Systems, would be departing from the Company effective September 16, 2010 (the “Departure Date”). | d8k.htm |
| 2010-05-06 | 8-K | 2010-05-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 6, 2010, CareFusion Corporation (the “Company”) issued a news release announcing its results for the quarter and nine months ended March 31, 2010. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d8k.htm |
| 2010-02-09 | 8-K | 2010-02-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 9, 2010, CareFusion Corporation (the “Company”) issued a news release announcing its results for the quarter and six months ended December 31, 2009. 7.01 During a conference call scheduled to be held at 2:00 p.m. | d8k.htm |
| 2010-02-05 | 8-K | 2010-02-05 | 8.01 Other Events | 8.01 On February 5, 2010, CareFusion Corporation (the “Company”) issued a press release announcing that it has completed its offer to exchange any and all of its outstanding $250,000,000 aggregate principal amount of 4.125% Senior Notes due 2012, $450,000,000 aggregate principal amount of 5.125% Senior Notes due 2014, and $700,000,000 aggregate principal amount of 6.375% Senior Notes due 2019 originally issued on July 21, 2009 for new 4.125% Senior Notes due 2012, new 5.125% Senior Notes due 2014, and new 6.375% Senior Notes due 2019 that have been registered under the Securities Act of 1933, as amended. | d8k.htm |
| 2010-01-06 | 8-K | 2010-01-06 | 8.01 Other Events | 8.01 On January 6, 2010, CareFusion Corporation (the “Company”) issued a press release announcing the commencement of its offer, upon the terms and subject to the conditions set forth in the prospectus supplement, dated January 6, 2010, and the letter of transmittal delivered to investors, to exchange any and all of its outstanding $250,000,000 aggregate principal amount of 4.125% Senior Notes due 2012, $450,000,000 aggregate principal amount of 5.125% Senior Notes due 2014, and $700,000,000 aggregate principal amount of 6.375% Senior Notes due 2019 originally issued on July 21, 2009 for new 4.125% Senior Notes due 2012, new 5.125% Senior Notes due 2014, and new 6.375% Senior Notes due 2019 that have been registered under the Securities Act of 1933, as amended. | d8k.htm |
| 2009-12-17 | 8-K | 2009-12-17 | 8.01 Other Events | 8.01 On December 17, 2009, CareFusion Corporation issued a news release recommending that its stockholders reject a mini-tender offer by TRC Capital Corporation. | d8k.htm |
| 2009-11-13 | 8-K | 2009-11-13 | 8.01 Other Events | 8.01 As previously disclosed, on August 31, 2009, Cardinal Health, Inc. (“Cardinal Health”) completed the spinoff of CareFusion Corporation (“CareFusion” or the “Company”) through a pro rata distribution to Cardinal Health shareholders of approximately 81% of the Company’s outstanding common stock. | d8k.htm |
| 2009-11-05 | 8-K | 2009-11-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 5, 2009, CareFusion Corporation (the “Company”) issued a news release announcing its results for the quarter ended September 30, 2009. 7.01 During a conference call scheduled to be held at 8:30 a.m. | d8k.htm |
| 2009-10-19 | 8-K | 2009-10-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On October 15, 2009 (the “Effective Date”), CareFusion Corporation (the “Company”) entered into a retention agreement (the “Retention Agreement”) with the Company’s Chief Operating Officer, Dwight Winstead. | d8k.htm |
| 2009-09-15 | 8-K | 2009-09-15 | 8.01 Other Events | 8.01 • an unaudited pro forma condensed combined balance sheet as of June 30, 2009. | d8k.htm |
| 2009-09-02 | 8-K | 2009-08-27 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.03 On August 27, 2009, Cardinal Health, as the Company’s sole stockholder, approved the amendment and restatement of the Company’s By-Laws (the “Amended and Restated By-Laws”). 5.05 In connection with the Distribution, the Board adopted Corporate Governance Guidelines and a Code of Conduct for employees and directors. 7.01 On September 1, 2009, the Company issued a news release announcing that Cardinal Health had completed the spin-off of the Company through the pro rata distribution of approximately 81% of the shares of CareFusion common stock to Cardinal Health’s shareholders. 8.01 As set forth in the Information Statement, the Company planned to enter into an employment agreement with David Schlotterbeck in connection with the spin-off with respect to his service as the Company’s Chief Executive Officer. | d8k.htm |
| 2009-08-18 | 8-K | 2009-08-18 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 18, 2009, Cardinal Health, Inc. (“Cardinal Health”) issued a news release (the “News Release”) announcing its results for the quarter and fiscal year ended June 30, 2009. 7.01 For the fiscal year ending June 30, 2010, CareFusion expects mid single-digit revenue growth compared to fiscal 2009 pro forma revenue of $3.7 billion. | d8k.htm |
| 2009-07-28 | 8-K | 2009-07-28 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On July 28, 2009, CareFusion Corporation (the “Company”), a wholly owned subsidiary of Cardinal Health, Inc. (“Cardinal Health”) that is expected to become public as a result of the planned spin-off of Cardinal Health’s clinical and medical products businesses, issued a news release announcing that the U.S. Securities and Exchange Commission has declared its Form 10 registration statement effective. 8.01 In connection with the planned spin-off from Cardinal Health, the Company distributed to Cardinal Health shareholders an information statement dated July 28, 2009. | y359328ke8vk.htm |