Catamaran Corp Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-07-23: Form 8-K; Period of report 2015-07-23; 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; 7.01 Regulation FD Disclosure; Details 1.02.
- 2015-07-15: Form 8-K; Period of report 2015-07-14; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-07-02: Form 8-K; Period of report 2015-07-02; Description 8.01 Other Events; Details 8.01.
- 2015-06-18: Form 8-K; Period of report 2015-06-17; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-07-23 | 8-K | 2015-07-23 | 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; 7.01 Regulation FD Disclosure | 1.02 In anticipation of the completion of the Arrangement (as defined below), effective as of July 23, 2015 (the “Closing Date”), but prior to the Effective Time (as defined below), all fees and other amounts outstanding under the Credit Agreement, dated as of July 2, 2012 (as it may have been amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”), among Catamaran Corporation, a Yukon Territory corporation (“Catamaran”), certain of Catamaran’s subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, were paid and the Credit Agreement was terminated and without any party to the Credit Agreement incurring any penalties in connection with the termination. 2.01 On the Closing Date, pursuant to the previously announced Arrangement Agreement (as it may have been amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Arrangement Agreement”), dated as of March 29, 2015, among UnitedHealth Group Incorporated, a Delaware corporation (“UnitedHealth Group”), Catamaran and 1031387 B.C. Unlimited Liability Company, a British Columbia unlimited liability company and wholly owned subsidiary of UnitedHealth Group (“Purchaser”), the statutory arrangement under section 195 of the Business Corporations Act (Yukon) contemplated by the Arrangement Agreement, whereby Purchaser acquired all of the outstanding shares of Catamaran capital stock (the “Arrangement”) was completed. 3.01 On the Closing Date, Catamaran notified the NASDAQ Stock Market LLC (“NASDAQ”) that the Arrangement had been completed and requested that trading in Common Shares be suspended and that the Common Shares be withdrawn from listing on NASDAQ, effective as of the close of trading on the Closing Date. 3.03 In connection with the Arrangement, holders of Common Shares and outstanding stock options and restricted stock units immediately prior to such time ceased to have any rights as stockholders in Catamaran (other than their right to receive the Arrangement Consideration or other applicable amount pursuant to the Arrangement Agreement). 5.01 In connection with the Arrangement, a change in control of Catamaran occurred and Catamaran became an indirect wholly owned subsidiary of UnitedHealth Group. 5.02 On the Closing Date, all of the directors of Catamaran submitted letters of resignation to resign from their respective positions as directors of Catamaran, effective as of the Effective Time. 7.01 On the Closing Date, Catamaran issued a press release announcing, among other things, the scheduled redemption of the Notes and the satisfaction and discharge of the Indenture, the payoff and termination of the Credit Agreement, and the completion of the Arrangement. | d23884d8k.htm |
| 2015-07-15 | 8-K | 2015-07-14 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of shareholders of Catamaran Corporation (the “Company”) was held on July 14, 2015 in Chicago, Illinois (the “Meeting”). 8.01 On July 14, 2015, the Company issued a press release announcing that the Arrangement Agreement had been approved by the shareholders of the Company. | a2015specialmeeting8k.htm |
| 2015-07-02 | 8-K | 2015-07-02 | 8.01 Other Events | 8.01 As previously disclosed, on March 29, 2015, Catamaran Corporation (the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with UnitedHealth Group Incorporated, a corporation incorporated under the laws of the State of Delaware, USA (“UnitedHealth Group”), and 1031387 B.C. Unlimited Liability Company, an unlimited liability company incorporated under the laws of the Province of British Columbia, Canada, and a wholly owned subsidiary of UnitedHealth Group (“Purchaser”). | d43140d8k.htm |
| 2015-06-18 | 8-K | 2015-06-17 | 8.01 Other Events | 8.01 As previously disclosed, on March 29, 2015, Catamaran Corporation (the “Company”) entered into an Arrangement Agreement (the “Arrangement Agreement”) with UnitedHealth Group Incorporated, a corporation incorporated under the laws of the State of Minnesota, USA (“UnitedHealth Group”), and 1031387 B.C. Unlimited Liability Company, an unlimited liability company incorporated under the laws of the Province of British Columbia, Canada, and a wholly owned subsidiary of UnitedHealth Group. | ctrx2015hsrapproval8k.htm |
| 2015-05-15 | 8-K | 2015-05-12 | 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 As described under Item 5.07 of this Current Report on Form 8-K, on May 12, 2015, at the 2015 Annual and Special Meeting of Shareholders (the “Meeting”) of Catamaran Corporation (the “Company”), the Company’s shareholders did not ratify an amendment (the “Advance Notice Bylaw Amendment”) to the Company’s amended and restated bylaws (the “Bylaws”) to add certain advance notice and other requirements for shareholders to propose director nominations or other business for shareholder meetings. 5.07 At the Meeting, Peter J. Bensen, Steven D. Cosler, William J. Davis, Steven B. Epstein, Betsy Holden, Karen Katen, Harry M. Kraemer, Anthony R. Masso, and Mark A. Thierer were each elected to serve as a director of the Company until the close of the next annual meeting of shareholders or until his or her successor is duly elected or appointed, whichever occurs first. | a2015annualmeeting8k.htm |
| 2015-04-30 | 8-K | 2015-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 30, 2015, the registrant announced its earnings for the three months ended March 31, 2015. | q12015pressrelease8k.htm |
| 2015-03-30 | 8-K | 2015-03-29 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On March 29, 2015, Catamaran Corporation, a corporation continued under the laws of Yukon Territory, Canada (“Catamaran”), entered into an Arrangement Agreement (the “Arrangement Agreement”) with UnitedHealth Group Incorporated, a corporation incorporated under the laws of the State of Minnesota, USA (“Parent”), and 1031387 B.C. Unlimited Limited Liability Company, an unlimited liability company incorporated under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Parent (“Purchaser”). 7.01 On March 30, 2015, Catamaran and Parent issued a joint press release announcing the execution of the Arrangement Agreement, a copy of which is furnished as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference. | d899144d8k.htm |
| 2015-02-26 | 8-K | 2015-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 26, 2015, the registrant announced its earnings for the three-month and twelve-month periods ended December 31, 2014. | fy2014pressrelease8k.htm |
| 2014-10-30 | 8-K | 2014-10-29 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2014, the registrant announced its earnings for the three and nine months ended September 30, 2014. | q32014pressrelease8k.htm |
| 2014-08-01 | 8-K | 2014-07-30 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2014, the registrant announced its earnings for the three and six months ended June 30, 2014. | q22014pressrelease8k.htm |
| 2014-05-15 | 8-K | 2014-05-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 At the annual and special meeting of shareholders of Catamaran Corporation (the “Company”) held on May 13, 2014 (the “2014 Annual Meeting”), the Company's shareholders approved the Amended and Restated Catamaran Corporation Incentive Plan (the “Amended and Restated Bonus Plan”), which had previously been approved by the Company's Board of Directors, subject to shareholder approval. 5.07 At the 2014 Annual and Special Meeting of Shareholders, Peter J. Bensen, Steven D. Cosler, William J. Davis, Steven B. Epstein, Betsy Holden, Karen Katen, Harry M. Kraemer, Anthony R. Masso, and Mark A. Thierer were each elected to serve as a director of the Company until the close of the next annual meeting of shareholders or until his or her successor is duly elected or appointed, whichever occurs first. | a2014annualmeeting8k.htm |
| 2014-05-01 | 8-K | 2014-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2014, the registrant announced its earnings for the three months ended March 31, 2014. | q12014pressrelease8k.htm |
| 2014-03-24 | 8-K | 2014-03-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 20, 2014, the Board of Directors (the “Board”) of Catamaran Corporation, a corporation organized under the laws of the Yukon Territory, Canada (“Catamaran” or the “Company”), appointed, effective immediately, Jeffrey Park to the newly-created position of Executive Vice President, Operations and Michael H. Shapiro as Senior Vice President and Chief Financial Officer. | a3-24pr.htm |
| 2014-03-12 | 8-K | 2014-03-07 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 7, 2014, the Company and each of the initial Subsidiary Guarantors entered into an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Canada Inc., as representatives of the several underwriters named therein (the “Underwriters”), with respect to the offering and sale by the Company of $500,000,000 aggregate principal amount of the Notes. | d691940d8k.htm |
| 2014-03-06 | 8-K | 2014-03-06 | 8.01 Other Events | a8kguarantorfnandrestatfin.htm | |
| 2014-02-27 | 8-K | 2014-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2014, the registrant announced its earnings for the three-month and twelve-month periods ended December 31, 2013. | fy2013pressrelease8k.htm |
| 2013-11-29 | 8-K | 2013-11-29 | 9.01 Financial Statements and Exhibits | 9.01 The audited balance sheets of Restat as of December 31, 2012 and 2011, and related audited statements of operations and statements of The F. Dohmen Co.’s invested equity and cash flows for the years then ended, including the notes thereto and the report of BDO USA, LLP thereon, are attached hereto as Exhibit 99.2 and incorporated by reference herein. | restatmerger8-kaform.htm |
| 2013-10-31 | 8-K | 2013-10-31 | 2.02 Results of Operations and Financial Condition | 2.02 On October 31, 2013, the registrant announced its earnings for the three and nine months ended September 30, 2013. | q32013pressrelease8k.htm |
| 2013-10-04 | 8-K | 2013-10-01 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On October 1, 2013, Catamaran Corporation (“Catamaran”) issued a press release announcing the completion of its previously announced acquisition, through a wholly-owned subsidiary Catamaran, of all of the outstanding limited liability company interests of RESTAT, LLC (“RESTAT”), pursuant to that certain Membership Interest Purchase Agreement, dated as of July 31, 2013 (the “Purchase Agreement”), by and between Catamaran LLC and The F. Dohmen Co. (“Dohmen”). | restatclosingacquisition8k.htm |
| 2013-08-02 | 8-K | 2013-07-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | restatacquisition8k.htm |
| 2013-08-01 | 8-K | 2013-07-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 1, 2013, the registrant announced its earnings for the three and six months ended June 30, 2013. 7.01 On August 1, 2013, the registrant issued a press release announcing the entry into a definitive purchase agreement to acquire all of the outstanding limited liability company interests of Restat, LLC, in exchange for $409.5 million in cash, subject to certain customary post-closing adjustments. | q22013pressrelease8k.htm |
| 2013-06-10 | 8-K | 2013-06-10 | 7.01 Regulation FD Disclosure | 7.01 On June 10, 2013, Catamaran Corporation (“Catamaran”) issued a joint press release with Cigna Corporation (“Cigna”) announcing that subsidiaries of Catamaran and Cigna have entered into a ten-year pharmacy benefit management (PBM) services agreement with respect to Cigna's PBM business. | ascension8k.htm |
| 2013-06-07 | 8-K | 2013-06-03 | 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 in Item 1.01 of this Current Report on Form 8-K regarding the entry into Amendment No. 2 is incorporated herein by reference. | updateddebtagr8k.htm |
| 2013-05-17 | 8-K | 2013-05-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 14, 2013, at an annual and special meeting of shareholders of Catamarn Corporation (the “Company”), Peter J. Bensen, Steven D. Cosler, William J. Davis, Steven B. Epstein, Betsy Holden, Karen Katen, Harry M. Kraemer, Anthony R. Masso, and Mark A. Thierer were elected to serve as directors of the Company until the close of the next annual meeting or until their successors are elected or appointed. | a2013annualmeeting8k.htm |
| 2013-05-02 | 8-K | 2013-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2013, the registrant announced its earnings for the three months ended March 31, 2013. | q12013pressrelease8k.htm |
| 2013-03-01 | 8-K | 2013-03-01 | 8.01 Other Events | 8.01 Catamaran Corporation (“Catamaran” or the “Company”) is filing this Current Report on Form 8-K for the purpose of incorporating (i) certain consolidated financial statements of Catalyst Health Solutions, Inc. (“Catalyst”) and its subsidiaries and (ii) certain unaudited pro forma condensed combined financial statements of Catamaran, in each case as described in Item 9.01 below, into the Company’s Registration Statement on Form S-3 (and the related prospectus contained therein), which Catamaran is filing today with the Securities and Exchange Commission. | d493652d8k.htm |
| 2013-02-28 | 8-K | 2013-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2013, the registrant announced its earnings for the three-month and twelve-month periods ended December 31, 2012. | d494410d8k.htm |
| 2012-12-14 | 8-K | 2012-12-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 10, 2012, the Board of Directors (the “Board”) of Catamaran Corporation, a corporation organized under the laws of the Yukon Territory, Canada (the “Company”), adopted a resolution electing Betsy D. Holden and Karen L. Katen as directors of the Company, effective immediately, to serve until the Company's 2013 annual meeting of shareholders. | newdirectorsappointment.htm |
| 2012-11-01 | 8-K | 2012-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2012, the registrant announced its earnings for the three and nine months ended September 30, 2012. | q32012pressrelease8k.htm |
| 2012-09-06 | 8-K | 2012-09-06 | 8.01 Other Events | 8.01 On September 6, 2012, Catamaran Corporation (the “Registrant”) announced that its Board of Directors had declared a stock dividend on the issued and outstanding common shares of the Registrant to effect a two-for-one stock split (the “Stock Split”) to be distributed on October 1, 2012 (the “Distribution Date”) to shareholders of record of the Registrant's common shares as of the close of business on September 20, 2012. | ctrxstocksplit8k.htm |
| 2012-08-01 | 8-K | 2012-07-31 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2012, the registrant announced its earnings for the three and six months ended June 30, 2012. | q22012pressrelease8k.htm |
| 2012-07-06 | 8-K | 2012-07-02 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the termination of the Prior Credit Agreement and the Prior Subsidiary Guaranty is incorporated herein by reference. 2.01 As noted above, on July 2, 2012, the Company and Catalyst completed the Merger whereby Catalyst became a wholly-owned subsidiary of the Company. 2.03 The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the entry into the Credit Agreement is incorporated herein by reference. 5.02 As contemplated by the Merger Agreement, on July 1, 2012, the Board of Directors of the Company (the “Board”) adopted a resolution electing Harry M. Kraemer, Jr. and Steven B. Epstein as directors of the Company, effective July 9, 2012 and August 2012, respectively, to serve until the Company’s 2013 annual meeting of stockholders. 5.07 A special meeting of shareholders of the Company was held on July 2, 2012 (the “Special Meeting”). 8.01 SXC and Catalyst will each treat the Merger and the Subsequent Merger, taken together, as a “reorganization” under Section 368(a) of the Internal Revenue Code. | d375927d8k.htm |
| 2012-06-29 | 8-K | 2012-06-29 | 8.01 Other Events | 8.01 On June 29, 2012, SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“SXC”), entered into an Amendment to Agreement and Plan of Merger (the “Amendment”) to amend that certain Agreement and Plan of Merger, dated as of April 17, 2012 (the “Merger Agreement”), by and among SXC, SXC Health Solutions, Inc. (“US Corp.”), Catamaran I Corp. (“Merger Sub”), Catamaran II LLC and Catalyst Health Solutions, Inc. (“Catalyst”). | d377076d8k.htm |
| 2012-06-25 | 8-K | 2012-06-25 | 8.01 Other Events | 8.01 On June 25, 2012, Catalyst Health Solutions, Inc. (“Catalyst”), SXC Health Solutions Corp. (“SXC”) and the individual defendants in the Litigation (as defined below) entered into a memorandum of understanding with respect to a settlement with the remaining parties to the action in the Court of Chancery in the State of Delaware captioned In re Catalyst Health Solutions, Inc. Shareholders Litigation, Consol. | d369692d8k.htm |
| 2012-05-18 | 8-K | 2012-05-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 16, 2012, at an annual and special meeting of shareholders of SXC Health Solutions Corp. (the “Company”), Peter J. Bensen, Steven D. Cosler, William J. Davis, Anthony R. Masso, Philip R. Reddon, Mark A. Thierer and Curtis J. Thorne were elected to serve as directors of the Company until the close of the next annual meeting or until their successors are elected or appointed. | annualmeeting8k.htm |
| 2012-05-11 | 8-K | 2012-05-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d351392d8k.htm |
| 2012-05-09 | 8-K | 2012-05-09 | 8.01 Other Events | 8.01 As previously disclosed, on April 18, 2012, SXC Health Solutions Corp. (“SXC”) announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Catalyst Health Solutions, Inc. (“Catalyst”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, a newly-formed indirect wholly-owned subsidiary of SXC will be merged with and into Catalyst, with Catalyst surviving as an indirect wholly-owned subsidiary of SXC (the “Merger”). | d348314d8k.htm |
| 2012-05-03 | 8-K | 2012-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2012, the registrant announced its earnings for the three months ended March 31, 2012. | q12012pressrelease8k.htm |
| 2012-04-20 | 8-K | 2012-04-16 | 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 Entry into a Material Definitive Agreement. 5.02 On April 16, 2012, and in connection with the Merger, a number of SXC officers, including Mark Thierer, Chairman and Chief Executive Officer, Jeffrey Park, Executive Vice President, Finance and Chief Financial Officer, John Romza, Executive Vice President, Research and Innovation, Joel Saban, Executive Vice President, Pharmacy Operations, and Clifford Berman, Senior Vice President and General Counsel, each entered into a letter agreement with US Corp., pursuant to which such officer acknowledged and agreed that the Merger, including any actions taken in respect thereof or in connection therewith, will not be deemed to constitute a “Change of Control” for purposes of such officer’s employment agreement with US Corp. See the section captioned “Executive Compensation–Potential Payments upon Termination or Change of Control” of SXC’s definitive proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on April 2, 2012, for additional information regarding change of control severance benefits payable to executive officers of SXC. 8.01 On April 17, 2012, and concurrent with the execution of the Merger Agreement, SXC entered into a stock sale forbearance agreement with David T. Blair, Chairman and Chief Executive Officer, pursuant to which Mr. Blair agreed that, without the prior written consent of SXC, he will not directly or indirectly, (i) offer, sell, grant any option to purchase, contract to sell, pledge, make any short sale or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition by Mr. Blair or any affiliate of Mr. Blair of) any shares of SXC Common Stock that Mr. Blair receives in connection with the Merger (including, without limitation, shares of SXC Common Stock that may be issued upon the exercise of any options) or securities convertible into or exercisable for SXC Common Stock, or (ii) enter into any hedging or other transaction that is designed or which reasonably could be expected to lead to or result in a sale or disposition of shares of SXC Common Stock received by Mr. Blair in connection with the Merger, in each case for a period of six months beginning as of the Effective Time. | d337922d8k.htm |
| 2012-04-18 | 8-K | 2012-04-18 | 7.01 Regulation FD Disclosure | 7.01 On April 18, 2012, SXC Health Solutions Corp. (“SXC”) issued a joint press release with Catalyst Health Solutions, Inc., a Delaware corporation (“Catalyst”), announcing that SXC, SXC Health Solutions, Inc. (“US Corp.”), a Texas corporation and wholly owned subsidiary of SXC, Catamaran I Corp., a newly-formed Delaware corporation that is wholly-owned by US Corp. and is an indirect, wholly-owned subsidiary of SXC, Catamaran II LLC, a newly-formed Delaware limited liability company that is wholly-owned by US Corp. and is an indirect, wholly-owned subsidiary of SXC and Catalyst had entered into an Agreement and Plan of Merger (the “Merger Agreement”). | d336515d8k.htm |
| 2012-03-14 | 8-K/A | 2012-03-14 | 9.01 Financial Statements and Exhibits | a8-kaform.htm | |
| 2012-02-23 | 8-K | 2012-02-22 | 2.02 Results of Operations and Financial Condition | 2.02 ending December 31, 2011. | q42011pressrelease8k.htm |
| 2012-01-05 | 8-K | 2012-01-01 | 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.01 On January 4, 2012, SXC Health Solutions Corp. (“SXC”) issued a press release announcing the completion of its previously announced acquisition, through a wholly-owned subsidiary of SXC, of all of the outstanding equity interests of HealthTran LLC (“HealthTran”), pursuant to that certain Unit Purchase Agreement, dated as of November 16, 2011 (the “Purchase Agreement”), by and among SXC Health Solutions, Inc., HealthTran, HealthTran Data Services, LLC (“HTDS”), certain members of HealthTran affiliated with the ABRY Partners private equity firm (the “ABRY Members” and, together with HTDS, the “Sellers”), the members and beneficial owners of HTDS (the “HTDS Owners”), and HTDS, in its capacity as the Sellers' Agent thereunder. 2.03 As previously reported, on December 16, 2011, SXC entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMCB”), as a lender and as administrative agent, Bank of America, N.A., SunTrust Bank, Fifth Third Bank, PNC Bank, N.A. and The Toronto-Dominion Bank, as lenders and co-syndication agents, Barclays Bank PLC, Morgan Stanley Bank, N.A., Credit Suisse AG, Cayman Islands Branch, The Northern Trust Company, PNC Bank Canada Branch, U.S. Bank National Association and U.S. Bank National Association, Canadian Branch, as lenders, the other lenders from time to time party thereto and J.P. Morgan Securities LLC, as sole bookrunner and sole lead arranger, with respect to the Revolving Credit Facility. | healthtranclosingacquisiti.htm |
| 2011-12-20 | 8-K | 2011-12-16 | 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 Entry into a Material Definitive Agreement. 1.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. | creditagreement20118k.htm |
| 2011-12-15 | 8-K | 2011-12-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 14, 2011, as previously reported, Terrence C. Burke retired from the Board of Directors (the “Board”) of SXC Health Solutions Corp. (“SXC”). | retirementandreplacement8k.htm |
| 2011-11-21 | 8-K | 2011-11-17 | 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; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Bilateral Credit Agreement” is incorporated by reference in this Item 2.03. 7.01 On November 17, 2011, SXC Corp. issued a press release announcing the Acquisition and SXC Inc.'s entry into the Purchase Agreement. | a8khealthtransacquisition.htm |
| 2011-11-03 | 8-K | 2011-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2011, the registrant announced its earnings for the three and nine months ended September 30, 2011. | q32011pressrelease8k.htm |
| 2011-08-04 | 8-K | 2011-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2011, the registrant announced its earnings for the three and six months ended June 30, 2011. | q22011pressrelease8k.htm |
| 2011-05-17 | 8-K | 2011-05-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 Compensatory Arrangements of Certain Officers. 5.07 At the 2011 Annual Meeting held on May 11, 2011, Terrence C. Burke, William J. Davis, Philip R. Reddon, Mark A. Thierer, Steven Cosler, Curtis Thorne and Anthony Masso were elected to serve as directors of the Company until the close of the next annual meeting or until their successors are elected or appointed. | annualmeetingmay20118k.htm |
| 2011-05-05 | 8-K | 2011-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2011, the registrant announced its earnings for the three-months ended March 31, 2010. | q12011pressrelease8k.htm |
| 2011-03-11 | 8-K | 2011-03-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 The second and third sentences contained under Item 8.01 below are hereby incorporated by reference in their entirety into this Item 5.02. 8.01 On March 9, 2011, the Board of Directors (the “Board”) of SXC Health Solutions Corp. (“SXC”) appointed Mark Thierer, President and Chief Executive Officer of SXC, as Chairman of the Board and Steven Cosler, currently chair of the Board's Compensation and Nominating Committees, as Lead Independent Director of the Board. | thiererchairman8k.htm |
| 2011-02-24 | 8-K | 2011-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2011, the registrant announced its earnings for the three-months and annual periods ended December 31, 2010. | q42010pressrelease8k.htm |
| 2011-02-24 | 8-K | 2011-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2011, the registrant announced its earnings for the three-months and annual periods ended December 31, 2010. | q42010pressrelease8k.htm |
| 2011-02-24 | 8-K | 2011-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2011, the registrant announced its earnings for the three-months and annual periods ended December 31, 2010. | q42010pressrelease8k.htm |
| 2010-12-29 | 8-K | 2010-12-28 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On December 29, 2010, SXC Health Solutions Corp. (“SXC”) issued a press release announcing the completion of its previously announced acquisition, through a wholly owned subsidiary of SXC, of MedfusionRx, L.L.C. (“Medfusion”) and certain affiliated entities and certain specified assets of Medtown South, LLC (“Medtown South”), pursuant to that certain Purchase Agreement, dated as of December 1, 2010 (the “Purchase Agreement”), by and among a wholly owned subsidiary of SXC, Medfusion, Medtown South, the members of Medfusion identified therein (collectively, the “Selling Members” and, together with Medtown South, the “Selling Parties”) and Ron Cunningham, in his capacity as Selling Party Representative pursuant to Section 9.08 thereof. | c62025e8vk.htm |
| 2010-12-17 | 8-K | 2010-12-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective November 1, 2010 (the "Separation Date"), SXC Health Solutions, Inc. (the "Company") terminated the employment of Mike Bennof, Executive Vice President of Health Care Information Technology. | bennof8ktermination.htm |
| 2010-12-03 | 8-K | 2010-12-01 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On December 2, 2010, SXC Corp. issued a press release announcing the Acquisition and SXC Inc.’s entry into the Purchase Agreement. | c61640e8vk.htm |
| 2010-11-04 | 8-K | 2010-11-04 | 2.02 Results of Operations and Financial Condition | 2.02 On November 4, 2010, the registrant announced its earnings for the three-month and nine-month periods ended September 30, 2010. | c07831e8vk.htm |
| 2010-09-02 | 8-K | 2010-09-01 | 8.01 Other Events | 8.01 On September 2, 2010, the Registrant announced that its Board of Directors had declared a stock dividend on the issued and outstanding common shares of the Registrant to effect a two-for-one stock split (the “Stock Split”) to be distributed on September 17, 2010 (the “Distribution Date”) to shareholders of record of the Registrant’s common shares as of the close of business on September 14, 2010. | c05631e8vk.htm |
| 2010-08-05 | 8-K | 2010-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2010, the registrant announced its earnings for the three-month and six-month periods ended June 30, 2010. | c04427e8vk.htm |
| 2010-05-17 | 8-K | 2010-05-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On May 12, 2010, at an annual and special meeting of shareholders (the “2010 Annual Meeting”) of SXC Health Solutions Corp. (the “Company”), the Company’s shareholders approved the SXC Health Solutions Corp. Incentive Plan (the “Plan”). 5.07 At the 2010 Annual Meeting, Terrence C. Burke, William J. Davis, Philip R. Reddon, Mark A. Thierer, Steven Cosler, Curtis Thorne and Anthony Masso were elected to serve as directors of the Company until the annual and special meeting of shareholders in 2011. | c01128e8vk.htm |
| 2010-05-06 | 8-K | 2010-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2010, the registrant announced its earnings for the three months and quarter ended March 31, 2010. | c00441e8vk.htm |
| 2010-03-10 | 8-K | 2010-03-08 | 8.01 Other Events | 8.01 As part of an effort to diversify their personal holdings Mark A. Thierer, Chief Executive Officer of SXC Health Solutions Corp. (“SXC”), other members of management, including Jeffrey Park, Chief Financial Officer, each adopted written stock trading plans (the “Trading Plans”) in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), as well as SXC’s insider trading policies. | c97566e8vk.htm |
| 2010-03-04 | 8-K | 2010-03-04 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 4, 2010, SXC Health Solutions Corp. (“SXC”) announced its earnings for the three months and year ended December 31, 2009. 8.01 On March 4, 2010, SXC announced a new agreement with HealthSpring Inc. pursuant to which SXC’s subsidiary informedRx will provide HealthSpring with its full suite of PBM services, managing an anticipated drug spend of approximately $1 billion annually. | sxc8k.htm |
| 2009-12-31 | 8-K | 2009-12-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On December 29, 2009, B. Greg Buscetto, our Executive Vice President and General Manager of informedRx, has been re-assigned to be our Senior Vice President — Sales, effective January 1, 2010. | c55310e8vk.htm |
| 2009-11-05 | 8-K | 2009-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2009, the registrant announced its earnings for the nine months and quarter ended September 30, 2009. | sxc8k.htm |
| 2009-09-18 | 8-K | 2009-09-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c53652be8vk.htm |
| 2009-09-14 | 8-K | 2009-09-14 | 8.01 Other Events | 8.01 SXC Health Solutions Corp. (“SXC”) is filing this Current Report on Form 8-K for the purpose of incorporating certain audited and unaudited consolidated financial statements of National Medical Health Card Systems, Inc. and its subsidiaries (“NMHC”) and related unaudited pro forma financial information, in each case as described in Item 9.01 below, into its Registration Statement on Form S-3 (File No. 333-161237), which was filed with the Securities and Exchange Commission on August 10, 2009. | c53470ae8vk.htm |
| 2009-09-14 | 8-K | 2009-09-14 | 8.01 Other Events | 8.01 In August 2003, SXC Health Solutions Corp. (“SXC”) entered into indemnity agreements with certain directors of SXC, including Terrence C. Burke. | c53470be8vk.htm |
| 2009-08-06 | 8-K | 2009-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2009, the registrant announced its earnings for the six months and quarter ended June 30, 2009. | sxc8k.htm |
| 2009-06-05 | 8-K | 2009-06-04 | 8.01 Other Events | 8.01 As part of an effort to diversify their personal holdings Mark A. Thierer, Chief Executive Officer of SXC Health Solutions Corp. (“SXC”), and Jeffrey Park, Chief Financial Officer, each adopted written stock trading plans (the “Trading Plans”) in accordance with guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Rule 10b5-1”), as well as SXC’s insider trading policies. | c86512e8vk.htm |
| 2009-05-19 | 8-K | 2009-05-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 13, 2009, at an annual and special meeting of shareholders of SXC Health Solutions Corp. (the “Company”), the Company’s shareholders approved the SXC Health Solutions Corp. Long-Term Incentive Plan (the “Plan”). | c51430e8vk.htm |
| 2009-05-07 | 8-K | 2009-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2009, the registrant announced its earnings for the quarter ended March 31, 2009. | sxc8k.htm |
| 2009-03-05 | 8-K | 2009-03-05 | 2.02 Results of Operations and Financial Condition | 2.02 On March 5, 2009, the registrant announced its earnings for the quarter and year ended December 31, 2008. | sxc8k.htm |
| 2008-12-22 | 8-K | 2008-12-19 | 8.01 Other Events | c48379e8vk.htm | |
| 2008-11-06 | 8-K/A | 2008-11-06 | 2.02 Results of Operations and Financial Condition | c76867e8vkza.htm | |
| 2008-11-06 | 8-K | 2008-11-06 | 2.02 Results of Operations and Financial Condition | c76834e8vk.htm | |
| 2008-08-15 | 8-K/A | 2008-06-23 | 8.01 Other Events | c74747e8vkza.htm | |
| 2008-08-07 | 8-K | 2008-08-07 | 2.02 Results of Operations and Financial Condition | c74410e8vk.htm | |
| 2008-06-27 | 8-K | 2008-06-27 | 1.01 Entry into a Material Definitive Agreement | sxc8k.htm | |
| 2008-06-27 | 8-K | 2008-06-23 | 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | c27803e8vk.htm | |
| 2008-06-20 | 8-K | 2008-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | c27586e8vk.htm | |
| 2008-06-17 | 8-K | 2008-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | sxc8k.htm | |
| 2008-06-05 | 8-K | 2008-06-05 | 2.02 Results of Operations and Financial Condition | sxc8k.htm | |
| 2008-05-08 | 8-K | 2008-05-08 | 2.02 Results of Operations and Financial Condition | c73297e8vk.htm | |
| 2008-04-30 | 8-K | 2008-04-30 | 2.01 Completion of Acquisition or Disposition of Assets | c26300e8vk.htm | |
| 2008-04-30 | 8-K | 2008-04-29 | 8.01 Other Events | c26236e8vk.htm | |
| 2008-04-25 | 8-K | 2008-04-25 | 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 | c25926e8vk.htm | |
| 2008-04-23 | 8-K | 2008-04-23 | 8.01 Other Events | n25926e8vk.htm | |
| 2008-04-01 | 8-K | 2008-03-31 | 8.01 Other Events | c25402e8vk.htm | |
| 2008-03-31 | 8-K | 2008-03-31 | 8.01 Other Events | c25318e8vk.htm | |
| 2008-03-06 | 8-K | 2008-03-06 | 2.02 Results of Operations and Financial Condition | c72625e8vk.htm | |
| 2008-02-27 | 8-K | 2008-02-25 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | c23896e8vk.htm | |
| 2008-02-26 | 8-K | 2008-02-26 | 7.01 Regulation FD Disclosure | c24276ae8vk.htm |