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): June 6, 2018
CVS HEALTH CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-01011
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05-0494040
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(Commission File Number)
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(IRS Employer Identification No.)
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One CVS Drive
Woonsocket, Rhode Island
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02895
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (401)
765-1500
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):
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) and (e) On June 6, 2018, CVS Health Corporation (
CVS Health
) announced that David M. Denton, CVS Healths Executive Vice
President and Chief Financial Officer, will be leaving CVS Health at the close of the previously announced acquisition of Aetna Inc.
In connection with
Mr. Dentons departure, CVS Health has agreed to provide him 24 months of continued base salary as severance following his last day of employment, as well as subsidized benefits continuation for those 24 months (the
Severance
Period
). He will receive a
pro-rated
bonus for calendar year 2018 based on his actual time worked. Mr. Dentons stock options and restricted stock unit awards (other than his retention
restricted stock unit award, which will fully vest on his last day of employment and will be settled in accordance with its terms) will continue to vest through the end of the Severance Period. His outstanding performance stock unit awards and LTIP
awards will vest on a
pro-rated
basis through his last day of employment, assuming target performance levels, and they will be settled in accordance with their existing terms.
In order to receive the foregoing payments and benefits, Mr. Denton must remain employed with CVS Health as Chief Financial Officer through the earlier
of the closing of the previously announced acquisition of Aetna or December 31, 2018. Mr. Denton will be subject to an 18 month
non-compete
and
non-solicitation
covenants, and the payments will be conditioned upon the provision of a release.
The transaction
remains subject to regulatory approvals and other customary closing conditions and is still expected to close in the second half of 2018.
On June 6, 2018, CVS Health issued a press release announcing the proposed senior
management team at CVS Health that is expected to be in place upon the closing of its previously announced acquisition of Aetna, Inc. Compensation arrangements for new members of the proposed senior management team have not yet been determined and
will be finalized at the time of appointment, which is expected to be at the time of the closing of the acquisition.
A copy of the press release is filed
as Exhibit 99.1 hereto and incorporated by reference herein.
No Offer or Solicitation
This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of
an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
In connection with the proposed transaction between CVS Health Corporation (CVS Health) and Aetna Inc. (Aetna), CVS Health filed a
registration statement on Form
S-4
with the Securities and Exchange Commission (the SEC), which includes a joint proxy statement of CVS Health and Aetna that also constitutes a prospectus of CVS
Health. The registration statement was declared effective by the SEC on February 9, 2018, and CVS Health and Aetna commenced mailing the definitive joint proxy statement/prospectus to stockholders of CVS Health and shareholders of Aetna on or
about February 12, 2018 and the special meeting of the stockholders of CVS Health and the shareholders of Aetna was held on March 13, 2018. INVESTORS AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration
statement and the definitive joint proxy statement/prospectus and other documents filed with the SEC by CVS Health or Aetna through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CVS Health are
available free of charge within the Investors section of CVS Healths Web site at http://www.cvshealth.com/investors or by contacting CVS Healths Investor Relations Department at
800-201-0938.
Copies of the documents filed with the SEC by Aetna are available free of charge on Aetnas internet website at http://www.Aetna.com or by contacting Aetnas Investor Relations
Department at
860-273-0896.
Cautionary Statement Regarding
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the Reform Act) provides a safe harbor for
forward-looking statements made by or on behalf of CVS Health or Aetna. This communication may contain forward-looking statements within the meaning of the Reform Act. You can generally identify forward-looking statements by the use of
forward-looking terminology such as anticipate, believe, can, continue, could, estimate, evaluate, expect, explore, forecast,
guidance, intend, likely, may, might, outlook, plan, potential, predict, probable, project, seek,
should, view, or will, or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties,
many of which are beyond CVS Healths and Aetnas control.
You are cautioned not to place undue reliance on any forward-looking statements.
These forward-looking statements are and will be based upon managements then-current views and assumptions regarding future events and are applicable only as of the dates of such statements. Neither CVS Health nor Aetna assumes any duty to
update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CVS HEALTH CORPORATION
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By:
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/s/ Colleen M. McIntosh
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Colleen M. McIntosh
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Senior Vice President, Corporate Secretary and Assistant General Counsel
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Dated: June 6, 2018
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