PharMerica CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-12-07: Form 8-K; Period of report 2017-12-07; 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; 8.01 Other Events; Details 1.02.
- 2017-11-09: Form 8-K; Period of report 2017-11-09; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2017-11-09: Form 8-K; Period of report 2017-11-09; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2017-10-27: Form 8-K; Period of report 2017-10-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-12-07 | 8-K | 2017-12-07 | 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; 8.01 Other Events | 1.02 Concurrently with the closing of the Merger, the Company repaid in full all amounts outstanding under the Credit Agreement, dated as of September 17, 2014, as amended by the First Amendment to the Credit Agreement, dated December 9, 2016, among the Company, the lenders named therein, Bank of America, N.A., as administrative agent, JP Morgan Chase Bank N.A., as syndication agent, and U.S. Bank, National Association, Citibank, N.A., MUFG Union Bank, N.A., BBVA Compass Bank and SunTrust Bank, as co-documentation agents, and terminated such Credit Agreement in accordance with its terms. 2.01 On December 7, 2017, Parent completed the acquisition of the Company. 3.01 On December 7, 2017, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed, and requested that the NYSE suspend trading of the Company common stock on the NYSE and withdraw the Company common stock from listing on the NYSE prior to the open of trading on December 8, 2017. 3.03 As set forth under Item 2.01 of this Current Report on Form 8-K, at the effective time of the Merger, each share of Company common stock issued and outstanding (other than certain shares of Company common stock as set forth in the Merger Agreement) was cancelled and converted into the right to receive the Merger Consideration. 5.01 As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. 5.02 On December 7, 2017, in connection with the Merger, Frank E. Collins, W. Robert Dahl, Jr., Marjorie W. Dorr, Patrick G. LePore, Geoffrey G. Meyers and Robert A. Oakley resigned from the board of directors of the Company as of the effective time of the Merger. 5.03 At the effective time of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated in its entirety to be in the form of the certificate of incorporation set forth as Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”). 8.01 On December 7, 2017, the Company issued a press release announcing the closing of the Merger. | form8k.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2017, PharMerica Corporation (the “Company”) issued a press release announcing results of operations for the third quarter ended September 30, 2017, a copy of which is attached as Exhibit 99.1. | form8k.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of stockholders (the “Special Meeting”) of PharMerica Corporation, a Delaware corporation (the “Company”), was held on November 9, 2017 to vote on the following matters: (i) a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of August 1, 2017, by and among the Company, Phoenix Parent Holdings Inc., a Delaware corporation (“Parent”), and Phoenix Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”), (ii) a proposal to approve, on an advisory (non-binding) basis, specified compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and (iii) a proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. 8.01 On November 9, 2017, the Company issued a press release announcing the results of the Special Meeting. | dp82711_8k.htm |
| 2017-10-27 | 8-K | 2017-10-27 | 8.01 Other Events | 8.01 As previously disclosed, on August 1, 2017, PharMerica Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Phoenix Parent Holdings Inc., a Delaware corporation (“Parent”), and Phoenix Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). | dp81922_8k.htm |
| 2017-08-28 | 8-K | 2017-08-25 | 8.01 Other Events | 8.01 As previously disclosed, on August 1, 2017, PharMerica Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Phoenix Parent Holdings Inc., a Delaware corporation (“Parent”), and Phoenix Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). | dp79856_8k.htm |
| 2017-08-03 | 8-K | 2017-08-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 1, 2017, PharMerica Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Phoenix Parent Holdings Inc., a Delaware corporation (“Parent”), and Phoenix Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). | dp79156_8k.htm |
| 2017-08-02 | 8-K | 2017-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2017, PharMerica Corporation (the “Company”) issued a press release announcing results of operations for the second quarter ended June 30, 2017, a copy of which is attached as Exhibit 99.1. | dp79130_8k.htm |
| 2017-08-02 | 8-K | 2017-08-01 | 8.01 Other Events | 8.01 On August 2, 2017, PharMerica Corporation, a Delaware corporation (the “Company”), issued a press release announcing the entry into an Agreement and Plan of Merger, dated August 1, 2017 (the “Merger Agreement”), among the Company, Phoenix Parent Holdings Inc., a Delaware corporation (“Parent”), and Phoenix Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). | dp79129_8k.htm |
| 2017-06-19 | 8-K | 2017-06-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2017 Annual Meeting of Stockholders of PharMerica Corporation (the “Company”) was held on June 14, 2017. | form8k.htm |
| 2017-05-10 | 8-K | 2017-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2017, PharMerica Corporation (the “Company”) issued a press release announcing results of operations for the first quarter ended March 31, 2017, a copy of which is attached as Exhibit 99.1. | form8k.htm |
| 2017-04-21 | 8-K | 2017-03-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 24, 2017, the Board of Directors of PharMerica Corporation (the “Corporation”), upon recommendation of the Compensation Committee, adopted the 2017 Short-Term Incentive Program (the “CEO STIP”) under the PharMerica Corporation 2015 Omnibus Incentive Plan, as amended (the “Omnibus Plan”), for the Corporation’s Chief Executive Officer, Mr. Gregory Weishar. | form8k.htm |
| 2017-03-30 | 8-K | 2017-03-24 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On March 24, 2017, the Board of Directors of PharMerica Corporation (the “Company”) adopted an amendment to the Company’s amended and restated by-laws (the “By-Laws”) to implement proxy access. | form8k.htm |
| 2017-02-27 | 8-K | 2017-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2017, PharMerica Corporation (the “Company”) issued a press release announcing results of operations for the fourth quarter ended December 31, 2016, a copy of which is attached as Exhibit 99.1. | form8k.htm |
| 2017-02-01 | 8-K | 2017-01-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 31, 2017, PharMerica Corporation (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Robert E. Dries (“Dries”) effective on January 31, 2017 (the “Start Date”). | form8k.htm |