-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TZI0O5ITHY0qkfPH3eg0wo80AMQdMwxjTL2SnYB9onWQr4vbumCJF7Xk3XkFF1A3 uNjJY+YTX9ahO/ywY0Zcbg== 0001193125-07-162436.txt : 20070726 0001193125-07-162436.hdr.sgml : 20070726 20070726092317 ACCESSION NUMBER: 0001193125-07-162436 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070723 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070726 DATE AS OF CHANGE: 20070726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PharMerica CORP CENTRAL INDEX KEY: 0001388195 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 870792558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33380 FILM NUMBER: 071000939 BUSINESS ADDRESS: STREET 1: 680 S. 4TH STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 610-727-7458 MAIL ADDRESS: STREET 1: 680 S. 4TH STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 FORMER COMPANY: FORMER CONFORMED NAME: SAFARI HOLDING CORP DATE OF NAME CHANGE: 20070130 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): July 23, 2007

 


PHARMERICA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   001-33380   87-0792558

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

1901 Campus Place

Louisville, Kentucky 40299

(Address of principal executive offices) (Zip Code)

(502) 263-7216

(Registrant’s telephone number, including area code)

Safari Holding Corporation

(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):

 

¨ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 23, 2007, the Registrant amended its Certificate of Incorporation to change its name to PharMerica Corporation from Safari Holding Corporation.

The Registrant also amended its Certificate of Incorporation to increase the number of shares of authorized capital stock to 176,000,000, divided into two classes: 175,000,000 shares of common stock, par value $.01 per share, and 1,000,000 shares of preferred stock, par value $.01 per share. Prior to the amendment, the number of shares of authorized capital stock was 200, divided into two classes: 100 shares of common stock, par value $.01 per share, and 100 shares of preferred stock, par value $.01 per share.

The Certificate of Amendment was unanimously approved by the Registrant’s Board of Directors and stockholders on July 12, 2007.

 

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

 

Exhibit No.  

Description

3.1   Certificate of Amendment of the Certificate of Incorporation of Safari Holding Corporation


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.

 

  PHARMERICA CORPORATION
Date: July 25, 2007   By:  

/s/ Gregory S. Weishar

    Gregory S. Weishar
    Chief Executive Officer


INDEX TO EXHIBITS

 

Exhibit No.  

Description

3.1   Certificate of Amendment of the Certificate of Incorporation of Safari Holding Corporation
EX-3.1 2 dex31.htm CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION Certificate of Amendment of the Certificate of Incorporation

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

SAFARI HOLDING CORPORATION

Pursuant to the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware, Safari Holding Corporation, a Delaware corporation (hereinafter, the “Corporation”) adopts the following amendments to its Certificate of Incorporation:

FIRST: The name of the Corporation is Safari Holding Corporation.

SECOND: The date of filing of the Corporation’s Certificate of Incorporation with the Delaware Secretary of State was October 23, 2006.

THIRD: ARTICLE I– NAME OF CORPORATION of the Corporation’s Certificate of Incorporation is amended to read in its entirety as follows:

The name of the Corporation is PharMerica Corporation (the “Corporation”).

FOURTH: ARTICLE IV– STOCK; Section 1 of the Corporation’s Certificate of Incorporation is amended to read in its entirety as follows:

Section 1. Authorized Stock. The aggregate number of shares of stock that the Corporation shall have the authority to issue is one hundred and seventy-six million (176,000,000), divided into two classes: one hundred and seventy-five million (175,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”), and one million (1,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). The number of authorized shares of the Common Stock and the Preferred Stock or any other class of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, and, irrespective of Section 242(b)(2) of the DGCL, no vote of the holders of any of the Common Stock, the Preferred Stock or any other class of stock, voting separately as a class, shall be required thereafter.

FIFTH: The amendment to the Certificate of Incorporation set forth above has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware, and shall be effective upon filing with the Delaware Secretary of State.


IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 20th day of July, 2007.

 

By:  

/s/ Gregory S. Weishar

  Gregory S. Weishar, Chief Executive Officer
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