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): November 8, 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) 627-7000

(Registrant’s telephone number, including area code)

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

CAUTIONARY STATEMENTS REGARDING

(UNAUDITED) CONDENSED COMBINED STATEMENTS OF OPERATIONS

The unaudited condensed combined statements of operations of PharMerica Corporation attached hereto as an exhibit reflect the historical results of Kindred Pharmacy Services, Inc. (“KPS”) and PharMerica LTC (“LTC”) on a combined basis of accounting. The application of consolidation procedures and other available information could cause actual results to differ materially from those expressed in, or implied by, the unaudited condensed combined statements of operations contained in the exhibit herein. With respect to these unaudited condensed combined statements of operations, PharMerica Corporation has not reflected the results of the merger of KPS and LTC, of which, the Pharmacy Transaction was effectively consummated on July 31, 2007.

The unaudited condensed combined statements of operations do not include pro-forma adjustments under Regulation S-X, Article 11. Actual results may differ materially from those expressed in, or implied by the unaudited condensed combined statements of operations when prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

(UNAUDITED) CONDENSED COMBINED STATEMENTS OF OPERATIONS

Exhibit 99.1 contained herein sets forth selected historical financial and statistical data of KPS and LTC in the form of unaudited condensed combined statements of operations. Exhibit 99.1 sets forth selected financial data of KPS and LTC for the three month periods ended March 31, 2007, June 30, 2007 and September 30, 2007.

The unaudited condensed combined statements of operations were prepared using (1) the unaudited condensed consolidated statements of operations of KPS and the unaudited statements of operations of LTC for the three months ended March 31, 2007, June 30, 2007 and September 30, 2007.

The unaudited condensed combined statements of operations does not include the realization of any cost savings from operating efficiencies, synergies or other restructuring activities that might result from the transaction, nor do they reflect the potential for increased or duplicative costs PharMerica Corporation may incur in becoming a stand-alone, publicly traded company. Our actual overhead costs may also differ from the parent allocations included in the historical financial statements of KPS and LTC.

The unaudited combined statements of operations contained in Exhibit 99.1 may not be indicative of our historical and future results as a stand-alone, publicly traded company. The unaudited condensed combined statements of operations should be read in conjunction with the historical financial statements and accompanying notes to the consolidated financial statements of KPS and the financial statements of LTC that are included in the Form S-4/S-1 which was declared effective by the Securities and Exchange Commission on July 17, 2007.

The unaudited condensed combined statements of operations are not intended to represent or be indicative of the consolidated results of operations or financial condition of PharMerica Corporation that would have been reported had the Pharmacy Transaction been completed as of the date or period presented, and should not be taken as representative of the future consolidated results of operations or financial condition of PharMerica Corporation.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

USE OF NON-GAAP MEASURES

Exhibit 99.1 includes one or more non-U.S. GAAP financial measures within the meaning of Regulation G. With respect to each non-U.S. GAAP financial measure, the Company has disclosed the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP and a reconciliation of each non-U.S. GAAP measure to the most directly comparable U.S. GAAP measure.

PharMerica Corporation calculates and uses Adjusted EBITDA as an indicator of its ability to generate cash from reported operating results. The measurement is used in concert with net income and cash flows from operations, which measure actual cash generated in the period. In addition, PharMerica Corporation believes that Adjusted EBITDA is a supplemental measurement tool used by analysts and investors to help evaluate overall operating performance and the ability to incur and service debt and make capital expenditures. Adjusted EBITDA does not represent funds available for PharMerica Corporation’s discretionary use and is not intended to represent or to be used as a substitute for net income or cash flows from operations data as measured under U.S. GAAP. The items excluded from Adjusted EBITDA but included in the calculation of PharMerica Corporation’s reported net income are significant components of the accompanying unaudited condensed consolidated statements of operations, and must be considered in performing a comprehensive assessment of overall financial performance. PharMerica Corporation’s calculation of Adjusted EBITDA may not be consistent with calculations of EBITDA used by other companies.

PharMerica Corporation also utilizes the unaudited combined statements of operations contained in Exhibit 99.1 for purposes of monitoring the business subsequent to the Pharmacy Transaction and comparing the operating results to the historical combined statements of operations for KPS and LTC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

As described in Item 7.01 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	PharMerica Corporation (Unaudited) Condensed Combined Statements of Operations

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: November 8, 2007	By:	/s/ Michael J. Culotta
		Michael J. Culotta
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

PHARMERICA CORPORATION

(UNAUDITED) CONDENSED COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH PERIODS ENDED

	March 31, 2007									June 30, 2007									September 30, 2007
	KPS (1) (GAAP)			LTC (2) (Reconciliation)			Combined (3) (Non-GAAP)			KPS (1) (GAAP)			LTC (2) (Reconciliation)			Combined (3) (Non-GAAP)			PMC (4) (GAAP)			LTC (5) (Reconciliation)		Combined (6) (Non-GAAP)
Revenues	$	174,704		$	312,402		$	487,106		$	173,407		$	306,669		$	480,076		$	377,533		$	104,278	$	481,811
Cost of goods sold		152,801			266,962			419,763			153,026			261,220			414,246			321,055			91,758		412,813
Gross profit		21,903			45,440			67,343			20,381			45,449			65,830			56,478			12,520		68,998
Selling, general and administrative expenses		17,708			39,824			57,532			18,700			39,154			57,854			48,266			9,494		57,760
Operating income (loss)		4,195			5,616			9,811			1,681			6,295			7,976			8,212			3,026		11,238
Integration, merger related expenses and other charges		3,303			—			3,303			2,392			—			2,392			46,828			314		47,142
Interest (income) expense, net		(3	)		(2	)		(5	)		(5	)		(3	)		(8	)		3,064			—		3,064
Income (loss) before income taxes		895			5,618			6,513			(706	)		6,298			5,592			(41,680	)		2,712		(38,968	)
Provision (benefit) for income taxes		354			2,283			2,637			(277	)		2,601			2,324			(14,686	)		1,085		(13,601	)
Net income (loss)	$	541		$	3,335		$	3,876		$	(429	)	$	3,697		$	3,268		$	(26,994	)	$	1,627	$	(25,367	)
Statistical data:
Number of customer licensed beds at the end of the period		103,326			237,405			340,731			102,471			238,672			341,143			104,639			237,538		342,177
Number of prescriptions dispensed per period		3,441			6,791			10,232			3,470			6,659			10,129			3,407			4,391		7,798
Adjusted EBITDA Reconciliation:
Net income	$	541		$	3,335		$	3,876		$	(429	)	$	3,697		$	3,268		$	(26,994	)	$	1,627	$	(25,367	)
Adjustments:
Interest expense (income), net		(3	)		(2	)		(5	)		(5	)		(3	)		(8	)		3,064			—		3,064
Integration, merger related expenses and other charges		3,303			—			3,303			2,392			—			2,392			46,828			314		47,142
Change in accounting estimate		—			—			—			—			—			—			(3,102	)		—		(3,102	)
Provision (benefit) for income taxes		354			2,283			2,637			(277	)		2,601			2,324			(14,686	)		1,085		(13,601	)
Depreciation and amortization expense		2,816			3,751			6,567			2,760			3,595			6,355			5,879			1,132		7,011
Adjusted EBITDA	$	7,011		$	9,367		$	16,378		$	4,441		$	9,890		$	14,331		$	10,989		$	4,158	$	15,147

(1) Amounts reflect the historical operating results of KPS for the period presented.

(2) Amounts reflect the reconciliation of historical operating results of LTC for the periods presented to Non-GAAP.

(3) Amounts reflect the historical operating results of KPS and reconciliation of the historical operating results of LTC for the periods presented on a combined basis. Combined financial statements are reflected as Non-GAAP as the necessary adjustments for consolidation for periods presented have not been performed for this presentation.

(4) Amounts reflect the KPS third quarter operating results and the operating results of LTC for the periods of August 2007 and September 2007 and reported as PharMerica Corporation.

(5) Amounts reflect the reconciliation of LTC operating results for the one month of July 2007 to Non-GAAP.

(6) Amounts reflect the operating results of PharMerica Corporation for the three months ended September 30, 2007 and results of LTC for the one month period of July 2007 as Non-GAAP.