8-K 1 d498595d8k.htm 8-K 8-K

 

 

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 6, 2013

 

 

EXPRESS SCRIPTS HOLDING COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

DELAWARE   001-35490   45-2884094

(State or Other Jurisdiction of

Incorporation or Organization

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

One Express Way, St. Louis, MO   63121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number including area code: 314-996-0900

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)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01 Regulation FD Disclosure

The information furnished pursuant to Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Stock Repurchase Program

On March 6, 2013, the board of directors of Express Scripts Holding Company (the “Company”) approved a new share repurchase program (the “2013 Program”), authorizing the repurchase of up to 75 million shares (as adjusted for any subsequent stock split, stock dividend or similar transaction) of the Company’s common stock. The 2013 Program is of indefinite duration. The purchases may be effected by means of open market transactions, privately negotiated transactions or otherwise, at management’s discretion, including pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act.

There can be no assurance as to the precise number of shares that will be repurchased under the 2013 Program, or the aggregate dollar amount of the shares purchased. Depending on market conditions, regulatory, legal and contractual requirements and other factors, repurchases may be made at any time or from time to time, without prior notice. The Company may suspend or discontinue the program at any time.

 


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 HOLDING COMPANY
Date: March 7, 2013     By:   /s/ Jeffrey Hall
      Jeffrey Hall
      Executive Vice President and Chief Financial Officer