Attached files
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EX-5.1 - EXHIBIT 5.1 - Cigna Holding Co | ex5-1.htm |
EX-99.1 - EXHIBIT 99.1 - Cigna Holding Co | ex99-1.htm |
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 16, 2011
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Cigna Corporation
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-08323
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06-1059331
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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900 Cottage Grove Road
Bloomfield, Connecticut 06002
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code: (860) 226-6000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01
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Other Events
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On November 16, 2011, Cigna Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among the Company and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters named in Schedule I of the Underwriting Agreement, with respect to the issuance and sale by the Company of 15,200,000 shares of common stock, par value $0.25 (the “Shares”) and the underwriters' option for 30 days following execution of the Underwriting Agreement to purchase up to an additional 2,280,000 Shares. The Shares were sold pursuant to an effective shelf registration statement on Form S-3ASR, File No. 333-161227.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Shares is filed as Exhibit 5.1 hereto.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
5.1
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23.1
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99.1
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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 hereunto duly authorized.
Cigna Corporation
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Date:
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November 22, 2011
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By:
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/s/ Nicole S. Jones
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Name:
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Nicole S. Jones
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Title:
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Executive Vice President
and General Counsel
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INDEX TO EXHIBITS
Exhibit No.
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Description
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Method of Filing
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5.1
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Opinion of Davis Polk & Wardwell LLP.
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23.1
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
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99.1
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Underwriting Agreement, dated as of November 16, 2011, by and among Cigna Corporation and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., and Deutsche Bank Securities Inc., as representatives of the underwriters named therein.
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