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): December 18, 2009

EXPRESS SCRIPTS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	0-20199	43-1420563
(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):

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

On December 18, 2009, the Board of Directors of Express Scripts, Inc. (the “Company”) approved an amendment to that certain Rights Agreement, dated as of July 25, 2001, between the Company and American Stock Transfer & Trust Company, as Rights Agent, as amended (the “Rights Agreement”). The amendment revises the form of Certificate of Designations of Series A Junior Participating Preferred Stock (the “Certificate of Designations”) to reduce the supermajority voting standard for amendments to a majority of the outstanding shares of the Series A Preferred Stock, voting separately as a class.

The foregoing summary of the amendment to the Rights Agreement is qualified in its entirety by reference to the text of Amendment No. 2 to Rights Agreement, a copy of which is filed herewith as Exhibit 10.1, and incorporated herein by reference. The full text of the Rights Agreement was filed as Exhibit No. 4.1 to the Company’s Current Report on Form 8-K filed July 31, 2001, and Amendment No. 1 thereto was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 31, 2005.

Item 3.03 Material Modification to Rights of Security Holders

The information contained in Items 1.01 and 5.03 hereof are incorporated by reference herein.

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

On December 18, 2009, the Board of Directors (the “Board”) of the Company amended, effective immediately, Section 6.9 of the Company’s Third Amended and Restated Bylaws (the “Bylaws”) to remove the “supermajority” provisions from Bylaws and to provide that the Bylaws may be amended by a majority of the voting power of then outstanding stock entitled to vote thereon.

Additionally, on December 18, 2009, the Board amended, effective as of the same date upon filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, the Certificate of Designations of Series A Junior Participating Preferred Stock (the “Certificate of Designations”) to reduce the supermajority voting standard for amendments to a majority of the outstanding shares of the Series A Preferred Stock, voting separately as a class.

The foregoing summaries of the Certificate of Amendment of the Certificate of Designations and the Bylaws are qualified in their entirety by reference to the text of the Certificate of Amendment of the Certificate of Designations and Section 6.9 of the Bylaws, copies of which are filed herewith as Exhibit 3.1 and 3.3, and incorporated herein by reference.

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, INC. (Registrant)
Date: December 18, 2009	By:	/s/ Keith J. Ebling
		Keith J. Ebling
		General Counsel

Exhibit Index

Exhibit No.	Exhibit
3.1	Certificate of Amendment of the Certificate of Designations of Series A Junior Participating Preferred Stock of Express Scripts, Inc.
3.2	Article 10 of the Certificate of Certificate of Designations of Series A Junior Participating Preferred Stock of Express Scripts, Inc., marked to show amendments effective December 18, 2009.
3.3	Section 6.9 of the Bylaws of Express Scripts, Inc.
3.4	Section 6.9 of the Bylaws of Express Scripts, Inc., marked to show amendments effective December 18, 2009.
10.1	Amendment No. 2 to Rights Agreement between the Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated December 18, 2009

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK
OF
EXPRESS SCRIPTS, INC.

          Express Scripts, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, does hereby certify:

          FIRST: No shares of Series A Junior Participating Preferred Stock of the Company have, as of the date of this certificate, been issued.

          SECOND: The following resolution was duly adopted by the Board of Directors of the Company on December 18, 2009:

          “RESOLVED, that the Certificate of Designations of Series A Junior Participating Preferred Stock of Express Scripts, Inc. (the “Series A Certificate of Designations”) be, and it hereby is, amended by deleting Section 10 of the Series A Certificate of Designations in its entirety and replacing it with the following:

“Section 10. Amendment. If any proposed amendment to the Certificate of Incorporation (including this Certificate of Designations) would alter, change or repeal any of the preferences, powers or special rights given to the Series A Preferred Stock so as to affect the Series A Preferred Stock adversely, then the holders of the Series A Preferred Stock shall be entitled to vote separately as a class upon such amendment, and the affirmative vote of a majority of the outstanding shares of the Series A Preferred Stock, voting separately as a class, shall be necessary for the adoption thereof, in addition to such other vote as may be required by the General Corporation Law of the State of Delaware.”

          IN WITNESS WHEREOF, said Express Scripts, Inc. has caused this certificate to be signed by George Paz, Chief Executive Officer, an Authorized Officer, this 18th day of December, 2009.

Date: December 18, 2009	By:	/s/ George Paz
		George Paz
		Chief Executive Officer

EX-3.2

Exhibit 3.2

Certificate of Designations of Series A Junior Participating Preferred Stock
of
Express Scripts, Inc.
(excerpt)

Section 10. Amendment. If any proposed amendment to the Certificate of Incorporation (including this Certificate of Designations) would alter, change or repeal any of the preferences, powers or special rights given to the Series A Preferred Stock so as to affect the Series A Preferred Stock adversely, then the holders of the Series A Preferred Stock shall be entitled to vote separately as a class upon such amendment, and the affirmative vote of a two-thirdsmajority of the outstanding shares of the Series A Preferred Stock, voting separately as a class, shall be necessary for the adoption thereof, in addition to such other vote as may be required by the General Corporation Law of the State of Delaware.

EX-3.3

Exhibit 3.3

Section 6.9 of the Bylaws of Express Scripts, Inc.

6.9 Amendments. Bylaws may be amended, repealed or adopted by a majority of the entire Board, provided that written notice of any such proposed action shall have been given to each director prior to such meeting, or that notice of such addition, amendment, alteration or report shall have been given at the preceding meeting of the Board. The Bylaws may also be amended, repealed or adopted by the affirmative vote of the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote thereon; provided, however, that in the case of any such stockholder action at a special meeting of stockholders, notice of the proposed alteration, repeal or adoption of the new Bylaw or Bylaws must be contained in the notice of such special meeting. The fact that the power to amend these Bylaws has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to amend, adopt or repeal bylaws.

Whenever an amendment or new bylaw is adopted, it shall be copied in the book of bylaws with the original bylaws, in the appropriate place. If any bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or the filing of the operative written consent(s) shall be stated in said book.

EX-3.4

Exhibit 3.4

Section 6.9 of the Bylaws of Express Scripts, Inc.

6.9 Amendments. Bylaws may be amended, repealed or adopted by a majority of the entire Board, provided that written notice of any such proposed action shall have been given to each director prior to such meeting, or that notice of such addition, amendment, alteration or report shall have been given at the preceding meeting of the Board. The Bylaws may also be amended, repealed or adopted by the affirmative vote of the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote thereon; provided, however, that any proposed alteration or repeal of, or the adoption of any Bylaw inconsistent with, Section 1.2, 1.3, 1.4, 1.5, 1.11, 1.12, 1.13 or 1.17 of Article 1 of the Bylaws or Section 2.1, 2.2, 2.9 or 2.10 of Article 2 of the Bylaws or Section 6.10 of the Bylaws or this sentence, by the stockholders shall require the affirmative vote of the holders of at least 66 2/3% of the voting power of all stock then issued and outstanding and entitled to vote thereon, voting together as a single class; and, provided, further, however, that in the case of any such stockholder action at a special meeting of stockholders, notice of the proposed alteration, repeal or adoption of the new Bylaw or Bylaws must be contained in the notice of such special meeting. The fact that the power to amend these Bylaws has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to amend, adopt or repeal bylaws.

Whenever an amendment or new bylaw is adopted, it shall be copied in the book of bylaws with the original bylaws, in the appropriate place. If any bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or the filing of the operative written consent(s) shall be stated in said book.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO
RIGHTS AGREEMENT
BETWEEN THE CORPORATION AND
AMERICAN STOCK TRANSFER &
TRUST COMPANY, AS RIGHTS AGENT

RECITALS

     A. Express Scripts, Inc. (the “Company”) is a party to that certain Rights Agreement, dated as of July 25, 2001, between the Corporation and American Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No. 1 dated as of May 25, 2005 (the “Rights Agreement”).

     B. Pursuant to Section 27 of the Rights Agreement, the Company has the right to supplement or amend certain provisions of the Rights Agreement.

     C. On December 18, 2009 (the “Approval Date”), the Board of Directors of the Company approved this Amendment to the Rights Agreement as set forth below.

AMENDMENT

1. The form of Certificate of Designations of Series A Junior Participating Preferred Stock of Express Scripts, Inc. (the “Series A Certificate of Designations”) attached as Exhibit A to the Rights Agreement be, and it hereby is, amended by deleting Section 10 of the Series A Certificate of Designations in its entirety and replacing it with the following:

Section 10. Amendment. If any proposed amendment to the Certificate of Incorporation (including this Certificate of Designations) would alter, change or repeal any of the preferences, powers or special rights given to the Series A Preferred Stock so as to affect the Series A Preferred Stock adversely, then the holders of the Series A Preferred Stock shall be entitled to vote separately as a class upon such amendment, and the affirmative vote of a majority of the outstanding shares of the Series A Preferred Stock, voting separately as a class, shall be necessary for the adoption thereof, in addition to such other vote as may be required by the General Corporation Law of the State of Delaware.

2. Except as otherwise provided in this Amendment, the terms and conditions of the Rights Agreement shall remain in full force and effect.

Certified as of this 18th day of December, 2009.

/s/ George Paz  

George Paz 

Chief Executive Officer