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 30, 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
20850
(Address of Principal Executive Offices)
(Zip Code)
Registrants telephone number, including area code:
(301) 548-2900
N/A
(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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x
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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As previously disclosed,
on April 17, 2012, Catalyst Health Solutions, Inc., a Delaware corporation (
Catalyst
), and SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (
SXC
), entered
into an Agreement and Plan of Merger (the
Merger Agreement
), by and among, SXC, SXC Health Solutions, Inc., a Texas corporation and a direct wholly-owned subsidiary of SXC, Catamaran I Corp., a Delaware corporation and a
direct wholly-owned subsidiary of US Corp., Catamaran II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of US Corp., and Catalyst.
On May 30, 2012, an amended Registration Statement on Form S-4 (which contains a preliminary joint proxy statement/prospectus) was filed by SXC, in connection with the mergers contemplated by the
Merger Agreement. The amended Registration Statement on Form S-4 (which contains a preliminary joint proxy statement/prospectus) can be found on the SECs website, which is located at www.sec.gov., under the name SXC Health Solutions
Corp. The information contained therein is subject, in its entirety, to completion or amendment as described therein.
Catalyst
Forward Looking Statements
Certain statements may contain certain forward-looking statements including, without limitation, statements
concerning Catalysts operations, economic performance and financial condition. 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. In addition to Catalysts expectations or estimates of a combined companys future performance or matters relating to the proposed transaction with SXC, these forward-looking statements may include statements addressing
Catalysts operations and Catalysts 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 Catalysts 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) Catalysts ability to compete effectively in the pharmacy benefit management industry, (iv) Catalysts 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) Catalysts current level of
indebtedness and any future indebtedness Catalyst may incur; (viii) disruption in Catalysts operations, (ix) unanticipated changes in Catalysts ability to execute its growth strategy, (x) generic utilization levels,
(xi) insufficient insurance coverage to cover costs associated with litigation,
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(xii) Catalysts ability to accurately estimate how much future revenue Catalyst will generate, as well as the level of implementation and transaction costs that Catalyst will incur,
under newly commenced PBM agreements and other risks and uncertainties discussed in Catalysts filings with the SEC, including Catalysts 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 herein will, in fact, occur.
Catalyst undertakes no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date hereof. Readers are urged to carefully review and consider the various disclosures made in
Catalysts other filings with the SEC that attempt to advise interested parties of the risks and factors that may affect Catalysts business.
Transaction Forward-Looking Statements
In addition, numerous factors could cause actual
results with respect to the proposed transaction with SXC to differ materially from those in the forward-looking statements, including without limitation, the possibility that the expected efficiencies and cost savings from the proposed transaction
will not be realized, or will not be realized within the expected time period; the risk that the SXC and Catalyst businesses will not be integrated successfully; the ability to obtain governmental approvals of the proposed transaction on the
proposed terms and schedule contemplated by the parties; the failure of shareholders of SXC or Catalyst to approve the proposed transaction; disruption from the proposed transaction making it more difficult to maintain business and operational
relationships; the risk of customer attrition; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; and the ability to obtain the financing contemplated to
fund a portion of the consideration to be paid in the proposed transaction and the terms of such financing.
Important Additional
Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication is being made in respect of the proposed transaction involving Catalyst and SXC. The proposed transaction will be submitted to the shareholders of Catalyst and the shareholders of SXC for
their consideration. In connection with the proposed transaction, SXC filed with the SEC on May 7, 2012 a Registration Statement on Form S-4 (which was amended on May 30, 2012) that included a preliminary joint proxy statement of Catalyst
and SXC that also constitutes a preliminary prospectus of SXC, and each of the companies may be filing with the SEC other documents regarding the proposed transaction. At the appropriate time, Catalyst and SXC will mail the definitive proxy
statement/prospectus regarding the proposed transaction to their respective shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND
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SECURITY HOLDERS OF CATALYST AND/OR SXC ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents containing important
information about Catalyst and SXC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by SXC will be available free of charge on SXCs website at www.sxc.com under the heading Investor
Information or by contacting SXCs Investor Relations Department at 630-577-3100. Copies of the documents filed with the SEC by Catalyst will be available free of charge on Catalysts website at www.catalysthealthsolutions.com under
the heading Investor Information or by contacting Catalysts Investor Relations Department at 301-548-2900.
SXC, Catalyst
and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors
and executive officers of SXC is set forth in its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on April 2, 2012. Information about the directors and executive officers of Catalyst is set forth in its
proxy statement for its 2012 annual meeting of shareholders, which was filed with the SEC on April 26, 2012. These documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become
available.
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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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By:
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/s/ Benjamin R. Preston
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Name:
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Benjamin R. Preston
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Title:
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General Counsel
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Date: May 30, 2012
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