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): May 15, 2012
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:
| ¨ | 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 8.01 Other Events
On May 15, 2012, a Stipulation of Dismissal was filed in the Court of Chancery of the State of Delaware with regard to the civil action styled In Re PharMerica Corporation Shareholder Litigation (No. 6851-CS), the class action lawsuit consolidating the claims of the Louisiana Municipal Police Employees’ Retirement System, filed on September 9, 2011, and Hugh F. Drummond as Trustee of the FBO Hugh F. Drummond Trust, filed on September 22, 2011, against PharMerica Corporation (the “Company”). The claims alleged that the members of the Company’s board of directors had breached their fiduciary duties to the Company and its stockholders by, among other things, adopting a rights agreement dated August 25, 2011, between the Company and Mellon Investor Services LLC, and failing to respond appropriately to Omnicare, Inc.’s unsolicited tender offer. The Stipulation of Dismissal dismissed the action. No funds were exchanged in order to effect the dismissal.
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: May 17, 2012 | By: | /s/ Thomas Caneris | ||
| Thomas Caneris | ||||
| Senior Vice President, General Counsel, Compliance Officer and Secretary | ||||