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): November 12, 2009

AmerisourceBergen Corporation
(Exact name of registrant as specified in its charter)

Delaware	1-16671	23-3079390
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 Morris Drive Chesterbrook, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 727-7000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

o 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.

Following the approval by the Board of Directors of AmerisourceBergen Corporation (the “Registrant”), at a regularly scheduled meeting held on November 12, 2009, the Registrant and The Bank of New York Mellon (formerly known as The Bank of New York Company, Inc.), as Rights Agent, entered into the Amendment, dated as of November 12, 2009 (the “Amendment”), for the purpose of amending the Registrant’s Amended and Restated Rights Agreement, dated as of August 27, 2001 (as the same was amended and restated effective as of September 29, 2003, the “Rights Agreement”). The Amendment accelerates the expiration of the Rights issued under the Rights Agreement from the close of business on August 27, 2011 to the close of business on November 20, 2009. Accordingly, as of the close of business (5:00 p.m. Eastern Standard Time) on November 20, 2009, the rights issued under the Rights Agreement will expire and will no longer be outstanding.

The Amendment is attached to this report as Exhibit 4.1.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 1.02.

Item 3.03. Material Modifications to Rights of Security Holders.

The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

Upon expiration of the rights under the Rights Agreement on November 20, 2009, as described in Item 1.01 above, the Registrant will file a Certificate of Elimination with the Secretary of State of Delaware eliminating the Certificate of Designations with respect to the Registrant’s Series A Preferred Stock, which was issuable, under certain circumstances, upon exercise of the rights.

Item 8.01. Other Events.

Dividend Increase and Share Repurchase

In a news release issued on November 12, 2009, the Registrant announced a 33 percent increase in its quarterly dividend rate from $0.06 to $0.08 per common share, and declared a dividend of $0.08 per common share payable December 7, 2009 to stockholders of record at the close of business on November 23, 2009. The Registrant also announced that the Board of Directors has authorized a new $500 million share repurchase program, effective immediately. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Risk Factors

The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008 included a detailed discussion of the Registrant’s risk factors under Part I, “Item 1A — Risk Factors.” Set out below is an additional risk factor that should be read in conjunction with the risk factors and information described in the 2008 Form 10-K and the Registrant’s filings with the SEC since the date of the 2008 Form 10-K:

Our business and results of operations could be adversely affected by qui tam litigation.

Violations of various federal and state laws governing the marketing, sale and purchase of pharmaceutical products can result in criminal, civil, and administrative liability for which there can be significant financial damages, criminal and civil penalties, and possible exclusion from participation in federal and state health programs.  Among other things, such violations can form the basis for qui tam complaints to be filed.  The qui tam provisions of both the federal civil False Claims Act and various state civil False Claims Acts authorize a private person, known as a “relator” (i.e. whistleblower), to file civil actions under these federal and state statutes on behalf of the federal and state governments.   Under the federal civil False Claims Act and the applicable state civil False Claims Acts, the filing of a qui tam complaint by a relator imposes obligations on federal and state government authorities to investigate the allegations and to determine whether or not to intervene in the action.  Such cases typically revolve around the marketing, sale and/or purchase of branded pharmaceutical products and allege wrongdoing in the marketing, sale and/or purchase of such products.  Such complaints are filed under seal and remain sealed until the applicable court orders otherwise.  Our business and results of operations could be adversely affected if qui tam complaints are filed against us for alleged violations of any health laws and regulations and for damages arising from resultant false claims and if government authorities decide to intervene in any such matters and/or we are found liable for all or any portion of violations alleged in any such matters.

A qui tam matter is pending in the United States District Court for the District of Massachusetts (the “Federal District Court”) naming Amgen Inc. as well as two business units of AmerisourceBergen Specialty Group, AmerisourceBergen Specialty Group and AmerisourceBergen Corporation as defendants. On October 30, 2009, the relator, a former Amgen employee, filed a second amended complaint and fourteen states and the District of Columbia filed a complaint (the “Intervention Complaint”) to intervene in the pending civil case. The complaints allege that from 2002 through 2009, Amgen offered remuneration to medical providers in violation of federal and state health laws to increase purchases and prescriptions of Amgen’s anemia drug, Aranesp. Specifically with regard to the Company’s business units, the complaints allege that ASD Specialty Healthcare, Inc., which is a distributor of pharmaceuticals to physicians and physician practices (“ASD”), and International Nephrology Network, which was a business name for one of the Company’s subsidiaries and a group purchasing organization for nephrologists and nephrology practices (“INN”), conspired with Amgen to promote Aranesp in violation of federal and state health laws. The complaints further allege that the defendants caused medical providers to submit to state Medicaid programs false certifications and false claims for payment for Aranesp. According to the complaints, the latter conduct allegedly violated state civil False Claims Acts and constituted fraud and unjust enrichment. The qui tam complaint, as amended on October 30, 2009, also alleges that the defendants caused medical providers to submit to other federal health programs, including Medicare, false certifications and false claims for payment for Aranesp.

Under the federal civil False Claims Act and the applicable state civil False Claims Acts, the filing of the original qui tam complaint by the former Amgen employee triggered obligations of federal and certain state government authorities to investigate the allegations and to determine whether or not to intervene in the action. In connection with this investigative process, the Company received a subpoena for records issued by the United States Attorney’s Office for the Eastern District of New York (the “Department of Justice”) on June 22, 2009. The allegations in the Intervention Complaint and the qui tam complaint, as amended, are within the scope of the Department of Justice’s subpoena. The Company has been cooperating with the Department of Justice in the inquiry and is producing records in response to the subpoena. Such subpoenas may be issued in conjunction with investigations arising from the filing of one or more qui tam complaints.  Because such lawsuits are filed under seal, and remain under seal until the applicable court orders otherwise, their existence cannot be disclosed absent court order.  Therefore, given the pendency of the Department of Justice investigation, the possibility exists that one or more qui tam suits have been filed. 

Our business and results of operations could be adversely affected if we are found liable for the violations alleged in the pending qui tam case and/or if the Department of Justice or other state authorities should elect to intervene in the pending case and/or if there should be any companion qui tam cases that arise against us and the other defendants or are pending but yet unsealed.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

The following exhibits are filed as part of this report:

4.1   Amendment to the Amended and Restated Rights Agreement, dated as of November 12, 2009, between AmerisourceBergen Corporation and The Bank of New York Mellon, as Rights Agent.

99.1 News Release, dated November 12, 2009, of AmerisourceBergen Corporation, regarding dividend increase and $500 million share repurchase program.

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.

	AMERISOURCEBERGEN CORPORATION
Date: November 12, 2009	By:	/s/ Michael D. DiCandilo
		Name: Michael D. DiCandilo Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

4.1   Amendment to the Amended and Restated Rights Agreement, dated as of November 12, 2009, between AmerisourceBergen Corporation and The Bank of New York Mellon, as Rights Agent.

99.1 News Release, dated November 12, 2009, of AmerisourceBergen Corporation, regarding dividend increase and $500 million share repurchase program.

EX-4.1

Exhibit 4.1

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT

This Amendment to the Amended and Restated Rights Agreement (the “Amendment”) is entered into as of November 12, 2009 by and between AmerisourceBergen Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon (formerly known as The Bank of New York Company, Inc.), a New York banking corporation (the “Rights Agent”).

Background

A. The Company and the Rights Agent are parties to the Amended and Restated Rights Agreement, dated August 27, 2001, as the same was amended and restated, effective as of September 29, 2003, for the purpose of appointing The Bank of New York Company, Inc. as successor to Mellon Investor Services LLC, as Rights Agent (the “Rights Agreement”);

B. The Company’s Board of Directors has determined that it is advisable and in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth herein;

C. Pursuant to Section 26 of the Rights Agreement and resolutions adopted by the Company’s Board of Directors on November 12, 2009, the Company has elected to exercise its discretion to amend, and has directed the Rights Agent, to amend the Rights Agreement as contemplated by this Amendment, to provide, among other things, for the expiration on November 20, 2009, of the Rights issued under the Rights Agreement; and

D. In connection with such amendment, the Rights Agent has received from the Company the certificates and instructions contemplated by Section 26 of the Rights Agreement.

Accordingly, the parties, intending to be legally bound, agree as follows:

1. Amendment. Section 7(a) of the Rights Agreement is hereby amended by deleting clause (i) thereof and replacing it in its entirety with the following:

“(i) the Close of Business on November 20, 2009 (the “Final Expiration Date”) and”

2. Expiration of Rights and Obligations. The Rights and all rights and obligations of the holders thereunder or with respect thereto shall expire and terminate on the Final Expiration Date. The Rights Agreement and all rights and obligations of the Company and the Rights Agent thereunder or with respect thereto shall expire and terminate on the Final Expiration Date.

3. Effectiveness. This Amendment shall be deemed effective as of the date first written above. Except as amended by this Amendment, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected by this Amendment.

4. Governing Law. This Amendment shall be deemed to be a contract under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state; provided, however, that the rights, obligations and duties of the Rights Agent shall be governed by, and construed in accordance with, the State of New York.

5. Severability. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together constitute but one and the same instrument.

7. Miscellaneous. All capitalized terms in this Amendment, unless otherwise defined herein, shall have meaning ascribed to them in the Rights Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Amended and Restated Rights Agreement to be duly executed, as of the date first set forth above.

AMERISOURCEBERGEN CORPORATION
By:	/s/ John G. Chou
	Name:	John G. Chou
	Title:	Senior Vice President, General Counsel & Secretary

THE BANK OF NEW YORK MELLON as Rights Agent
By:	/s/ Oreste Casciaro
	Name:	Oreste Casciaro
	Title:	Vice President

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EX-99.1

Exhibit 99.1

AmerisourceBergen Corporation
P.O. Box 959
Valley Forge, PA 19482 

Contact: Michael N. Kilpatric
610-727-7118
mkilpatric@amerisourcebergen.com

AMERISOURCEBERGEN INCREASES DIVIDEND 33 PERCENT
AND AUTHORIZES A NEW $500 MILLION SHARE REPURCHASE PROGRAM

VALLEY FORGE, PA, November 12, 2009 — The Board of Directors of AmerisourceBergen Corporation (NYSE: ABC) today increased the Company’s quarterly dividend rate 33 percent to $0.08 per common share from $0.06 per common share. The Board of Directors also authorized a new $500 million share repurchase program, effective immediately. The Company will use the new program to repurchase its outstanding shares of common stock, subject to market conditions.

R. David Yost, AmerisourceBergen President & Chief Executive Officer, said, “We have again increased our dividend and authorized a new share repurchase program, illustrating our continued confidence in delivering long-term shareholder value.”

The new repurchase program, combined with $68.1 million remaining on the November 13, 2008 repurchase program, provides AmerisourceBergen with $568.1 million currently authorized for the repurchase of common shares. AmerisourceBergen expects to spend approximately $350 million to repurchase its common shares in fiscal year 2010. The Company currently has approximately 288 million common shares outstanding.

AmerisourceBergen may repurchase its shares from time to time for cash in open market transactions or by other means in accordance with applicable federal securities laws, and will hold any repurchased shares as treasury shares, which will be available for general corporate purposes.

The quarterly dividend of $0.08 per common share will be payable December 7, 2009, to stockholders of record at the close of business on November 23, 2009.

About AmerisourceBergen

AmerisourceBergen is one of the world’s largest pharmaceutical services companies, with operations primarily in the United States and Canada. Servicing both healthcare providers and pharmaceutical manufacturers in the pharmaceutical supply channel, the Company provides drug distribution and related services designed to reduce costs and improve patient outcomes. AmerisourceBergen’s service solutions range from pharmacy automation and pharmaceutical packaging to reimbursement and pharmaceutical consulting services. With more than $71 billion in annual revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs approximately 10,000 people. AmerisourceBergen is ranked #26 on the Fortune 500 list. For more information, go to www.amerisourcebergen.com.

Forward-Looking Statements
This news release contains forward-looking statements about AmerisourceBergen’s future business and financial performance, estimates and prospects. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: changes in pharmaceutical market growth rates; the loss of one or more key customer or supplier relationships; changes in customer mix; customer delinquencies, defaults or insolvencies; supplier defaults or insolvencies; changes in pharmaceutical manufacturers’ pricing and distribution policies or practices; adverse resolution of any contract or other dispute with customers or suppliers; federal and state government enforcement initiatives to detect and prevent suspicious orders of controlled substances and the diversion of controlled substances; qui tam litigation for alleged violation of laws and regulations governing the marketing, sale and purchase of pharmaceutical products; changes in U.S. legislation or regulatory action affecting pharmaceutical product pricing or reimbursement policies, including under Medicaid and Medicare; changes in regulatory or clinical medical guidelines and/or labeling for the pharmaceuticals we distribute, including certain anemia products; price inflation in branded pharmaceuticals and price deflation in generics; significant breakdown or interruption of our information technology systems; our inability to implement an enterprise resource planning (ERP) system to handle business and financial processes within AmerisourceBergen Drug Corporation’s operations and our corporate functions without operating problems and/or cost overruns; success of integration, restructuring or systems initiatives; interest rate and foreign currency exchange rate fluctuations; economic, business, competitive and/or regulatory developments in Canada, the United Kingdom and elsewhere outside of the United States, including potential changes in Canadian provincial legislation affecting pharmaceutical product pricing or service fees or regulatory action by provincial authorities in Canada to lower pharmaceutical product pricing or service fees; the impact of divestitures or the acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control; our inability to successfully complete any other transaction that we may wish to pursue from time to time; changes in tax legislation or adverse resolution of challenges to our tax positions; increased costs of maintaining, or reductions in our ability to maintain, adequate liquidity and financing sources; continued volatility, and further deterioration of the capital and credit markets; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting our business generally. Our most recent annual report on Form 10-K, quarterly reports on Forms 10-Q and current reports 8-K (which we may revise or supplement in future reports filed to the SEC) provide additional information about these risks, uncertainties and other matters. We do not undertake to update our forward-looking statements.

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