UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): May 25, 2005
EXPRESS
SCRIPTS, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
DELAWARE |
0-20199 |
43-1420563 |
|
(State
or Other Jurisdiction of
Incorporation
or Organization |
(Commission
File Number) |
(I.R.S.
Employer
Identification
No.) |
|
13900
Riverport Drive, Maryland Heights, MO
(Address
of Principal Executive Offices) |
|
63043
(Zip
Code) |
Registrant’s
telephone number including area code: 314-770-1666
No change
since last report
(Former
Name or Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
|
|
¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry
into a Material Definitive Agreement
On May
25, 2005, the Board of Directors of Express Scripts Inc. (the “Company”)
approved an amendment to that certain Rights Agreement, dated as of July 25,
2001, between the Company and American Stock Transfer & Trust Company, as
Rights Agent (the “Rights Agreement”). The amendment revises Section 1(c) of the
Rights Agreement to exclude from the definition of “Beneficial Owner” and
“Beneficial Ownership” any share of the Company’s common stock that could be
acquired by a person upon the exercise or settlement of an option or contract,
or the redemption, conversion or exchange of an equity interest in an investment
company registered under the Investment Company Act of 1940, provided that such
option, contract or equity interest is publicly-traded, and represents a direct
or indirect interest in, or has a value determinable by reference to, securities
of at least 100 issuers, and, further provided that the person in question does
not have the right to vote or direct the vote of such shares of such common
stock.
The
purpose of the amendment is to exclude from the definition of “Beneficial Owner”
and “Beneficial Ownership” shares of the Company’s common stock held by an
exchange traded fund (a/k/a “SPDR”), which, prior to such amendment, could have
been deemed to be “Beneficially Owned” by holders of shares of such
fund.
A copy of
the amendment is attached as Exhibit 10.1 to this report and incorporated herein
by reference. The full text of the Rights Agreement was filed as Exhibit No. 4.1
to the Company’s Current Report on Form 8-K filed July 31, 2001.
Item 8.01 Other
Events
On May 25, 2005, Express
Scripts, Inc. (the “Company”) announced that its Board of Directors had declared
a 2-for-1 stock split in the form of a stock dividend of one share for each
outstanding share, payable on June 24, 2005 to shareholders of record on June
10, 2005. A copy of the press release containing such announcement is
furnished as Exhibit 99.1 to this report and incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits
(c) The
following Exhibits are filed as part of this report on Form 8-K:
Exhibit
10.1 Amendment
No. 1 to Rights Agreement between the Corporation and American Stock Transfer
& Trust Company, as Rights Agent, dated May 25, 2005.
Exhibit
99.1 Press Release, dated May
25, 2005.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
|
EXPRESS
SCRIPTS, INC.
|
|
Dated:
May 31, 2005 |
|
By:
/s/ George
Paz
George
Paz
President
and Chief Executive Officer |
EXHIBIT
INDEX
|
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment
No. 1 to Rights Agreement between the Corporation and American Stock
Transfer & Trust Company, as Rights Agent, dated May 25,
2005 |
| |
|
|
|
99.1 |
|
Press
release dated May 25, 2005 |