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ESRX > SEC Filings for ESRX > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for EXPRESS SCRIPTS HOLDING CO. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EXPRESS SCRIPTS HOLDING CO.


19-Nov-2012

Change in Directors or Principal Officers, Other Events, Financial St


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2012, Express Scripts Holding Company (the "Company") appointed Jeffrey Hall, its current executive vice president and chief financial officer, to serve as the Company's principal accounting officer, effective November 19, 2012. The Company's previous principal accounting officer resigned on September 27, 2012 and the Company continues to work to identify a permanent replacement. Mr. Hall, who is 44 years old, has served as the Company's executive vice president and chief financial officer since joining the Company in 2008. Prior to joining the Company, Mr. Hall was senior vice president and chief financial officer of KLA-Tencor, a Delaware company.

There are no family relationships among any of the Company's directors and executive officers and Mr. Hall. There are no related party transactions between the Company and Mr. Hall reportable under Item 404(a) of Regulation S-K.



Item 8.01 Other Events.

The unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2011 and the nine months ended September 30, 2012, in each case together with the notes thereto, are attached hereto as Exhibits 99.1 and 99.2, respectively and are being filed herewith solely for the purpose of incorporating by reference the pro forma condensed combined financial information required by United States securities laws to be included in the Company's Registration Statement on Form S-4 to be filed immediately following the filing of this Current Report on Form 8-K. The unaudited pro forma condensed combined statements of operations reflect the combination of Express Scripts, Inc. and Medco Health Solutions, Inc. under a new holding company, Express Scripts Holding Company, as if they had occurred on the first day of the earliest period presented.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description

99.1              Unaudited pro forma condensed combined statement of operations of
                  the Company for the year ended December 31, 2011, together with
                  the notes thereto.

99.2              Unaudited pro forma condensed combined statement of operations of
                  the Company for the nine months ended September 30, 2012,
                  together with the notes thereto.


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