- Current report filing (8-K)
March 20 2012 - 6:04AM
Edgar (US Regulatory)
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) March 19, 2012
CATALYST HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31014
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52-2181356
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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800 King Farm Boulevard
Rockville, Maryland
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20850
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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 (301) 548-2900
Not applicable
(Former name or former 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Item 7.01 Regulation FD Disclosure.
On March 19, 2012, Cambia Health Solutions, Inc. (Cambia) and Catalyst Health Solutions, Inc. (the Company) announced an agreement that establishes Catalyst Rx as the
exclusive provider of pharmacy benefit management (PBM) services for Regence Rx, Inc., a subsidiary of Cambia. The agreement is expected to be effective May 1, 2012 and the initial term runs through December 31, 2017 with a four-year
optional extension. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company is revising 2012 financial guidance to reflect the impact of the announced pharmacy benefit management agreement with Regence Rx, Inc. which is expected to be effective May 1, 2012.
Company management expects 2012 revenues to range between $6.2 and $6.6 billion. It is also expected that upfront implementation and transition costs associated with Regence Rx will largely be offset by its earnings contributions during the balance
of 2012. Accordingly, the Company is not revising its previously announced full year 2012 earnings per share guidance range. Transaction and implementation costs for the first quarter of 2012 are expected to be approximately $3.0 million and will be
reflected in selling, general and administrative expenses.
In addition to the PBM service agreement, Catalyst has entered into an agreement
to purchase from Regence and its affiliates certain operating assets for $2.6 million.
Forward Looking Statements:
This Current Report on Form 8-K may contain certain forward-looking statements including, without limitation, statements concerning Catalyst Health
Solutions, Inc.s (the Company, our, we or us) operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The words believe, expect, anticipate, will,
could, would, should, may, plan, estimate, intend, predict, potential, continue, and the negatives of these words and other
similar expressions generally identify forward-looking statements. These forward-looking statements may include statements addressing our operations and our financial performance. Readers are cautioned not to place undue reliance on these
forward-looking statements, which, among other things, speak only as of their dates. These forward-looking statements are based largely on our current expectations and are based on a number of risks and uncertainties, including, without limitation,
(i) general adverse economic conditions; (ii) changes in governmental laws and regulations; (iii) our ability to compete effectively in the pharmacy benefit management industry; (iv) our relationships with key clients, pharmacy
network affiliations and various pharmaceutical manufacturers and rebate intermediaries; (v) changes in industry pricing benchmarks; (vi) uncertainties relating to the transition and integration of completed and future acquisitions and/or
expansion opportunities; (vii) our current level of indebtedness and any future indebtedness we may incur; (viii) disruption in our operations; (ix) unanticipated changes in our ability to execute our growth strategy; (x) generic
utilization levels; (xi) insufficient insurance coverage to cover costs associated with litigation; (xii) our ability to accurately estimate how much future revenue we will generate, as well as the level of implementation and transaction
costs that we will incur, under newly commenced PBM agreements and other risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and quarterly reports on Form 10-Q.
Actual results could differ materially from results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained in this
Form 8-K will, in fact, occur. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Report. Readers are urged to carefully review and consider the
various disclosures made in our other filings with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.
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Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release dated March 19, 2012
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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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CATALYST HEALTH SOLUTIONS, INC.
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Date: March 19, 2012
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By:
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/s/ Timothy R. Pearson
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Name: Timothy R. Pearson
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Title: Chief Financial Officer
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3
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release dated March 19, 2012
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