Unassociated Document
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): May 9,
2007
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CVS
CAREMARK CORPORATION
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(Exact
Name of Registrant
as
Specified in Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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001-01011
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05-0494040
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
CVS Drive
Woonsocket,
Rhode Island
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02895
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(401) 765-1500
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CVS/Caremark
Corporation
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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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Section
5 - Corporate Governance and Management
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
May 9,
2007, the Board of Directors of CVS/Caremark Corporation (the “Board”)
approved, and CVS/Caremark Corporation (the “Corporation”)
effected, a change in the Corporation’s name from CVS/Caremark Corporation to
“CVS Caremark Corporation”. The change in the Corporation’s name was effected by
means of a merger, pursuant to Section 253 of the Delaware General Corporation
Law (the “DGCL”),
of a
newly formed, wholly owned subsidiary of the Corporation with and into the
Corporation, with the Corporation continuing as the surviving company. In
connection with such merger, Article First of the Corporation’s Amended and
Restated Certificate of Incorporation was amended, at the effective time of
the
merger, to read in its entirety as follows: “FIRST: The name of the Corporation
is CVS Caremark Corporation”.
The
Corporation’s common stock will continue to trade on the New York Stock Exchange
under the symbol “CVS”.
Section
8 - Other Events
Item
8.01 Other Events
On
May 9,
2007, the Corporation issued a press release announcing that the Board had
approved a share repurchase program for up to $5.0 billion of its outstanding
common stock. A copy of the press release announcing the approval of the share
repurchase program is attached as Exhibit 99.1 to this Current Report on Form
8-K.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits
Exhibit
No.
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Document
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99.1
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Press
Release, dated May 9, 2007, of CVS Caremark Corporation
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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.
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CVS
CAREMARK CORPORATION
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Date:
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May
9, 2007
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By:
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/s/
David B. Rickard
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Name:
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David
B. Rickard
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Title:
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Executive
Vice President, Chief Financial Officer and Chief Administrative
Officer
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EXHIBIT
INDEX
Exhibit
No.
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Document
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99.1
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Press
Release, dated May 9, 2007, of CVS Caremark Corporation
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