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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Catalyst Health Solutions, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| July 12, 2012 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 1-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as |
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| July 6, 2012 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CATALYST HEALTH SOLUTIONS, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALYST HEALTH SOLUTIONS, INC. FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Catalyst Health Solutions, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County |
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| July 6, 2012 |
EX-3.4 Exhibit 3.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CATAMARAN HEALTH SOLUTIONS, LLC (a Delaware limited liability company) THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CATAMARAN HEALTH SOLUTIONS, LLC (this “Agreement”) is executed as of July 2, 2012 by SXC HEALTH SOLUTIONS, INC. (the “Member”). The Member, intending to be legally b |
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| July 6, 2012 |
CERTIFICATE OF FORMATION CATAMARAN II LLC EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF CATAMARAN II LLC This Certificate of Formation of Catamaran II LLC (the “LLC”) is being duly executed and filed by SXC Health Solutions, Inc. to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq.). 1. The name of the limited liability company formed hereby is Catamaran II LLC. 2. The address of |
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| July 6, 2012 |
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): July 2, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commiss |
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| July 6, 2012 |
BY-LAWS CATALYST HEALTH SOLUTIONS, INC. ARTICLE I. Ex-3.2 Exhibit 3.2 BY-LAWS OF CATALYST HEALTH SOLUTIONS, INC. ARTICLE I. OFFICES Section 1. Registered Office. The address of the registered office of Catalyst Health Solutions, Inc. (the “Corporation”), in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. Section 2. Other Offices. The Corporation may also have such other office o |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| July 2, 2012 |
S-8 POS As filed with the Securities and Exchange Commission on July 2, 2012 Registration No. |
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| June 29, 2012 |
Financial Statements and Exhibits, Other Events 8-K 1 d377124d8k.htm FORM 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): June 29, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdic |
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| June 29, 2012 |
Form 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): June 29, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or |
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| June 29, 2012 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Amendment to Agreement and Plan of Merger, dated June 29, 2012 Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Amendment”), by and among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“Parent”), SXC Health Solutions, Inc., a Texas corporation and a direct wholly-own |
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| June 29, 2012 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Amendment”), by and among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“Parent”), SXC Health Solutions, Inc., a Texas corporation and a direct wholly-owned subsidiary of Parent (“US Corp.”), Catamaran I Corp., a Dela |
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| June 26, 2012 |
8-K 1 d372732d8k.htm FORM 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): June 25, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdic |
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| June 25, 2012 |
Form 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): June 25, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction (Commission (IRS |
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| June 1, 2012 |
Form 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): June 1, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 30, 2012 |
Form 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): May 30, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 30, 2012 |
Form 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): May 30, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 30, 2012 |
Form 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): May 30, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 30, 2012 |
Form 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): May 30, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 22, 2012 |
Merger between SXC and Catalyst Employee Questions & Answers May 21, 2012 Employee FAQ's dated May 21, 2012 Exhibit 99.1 Merger between SXC and Catalyst Employee Questions & Answers May 21, 2012 As part of our commitment to be open and transparent with our communications throughout this process, we have collected all of the questions that we have received so far and, where we have answers, are providing them below. As expected, many of the questions that we have receive |
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| May 22, 2012 |
Merger between SXC and Catalyst Employee Questions & Answers May 21, 2012 Employee FAQ's dated May 21, 2012 Exhibit 99.1 Merger between SXC and Catalyst Employee Questions & Answers May 21, 2012 As part of our commitment to be open and transparent with our communications throughout this process, we have collected all of the questions that we have received so far and, where we have answers, are providing them below. As expected, many of the questions that we have receive |
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| May 22, 2012 |
Form 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): May 21, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 22, 2012 |
Financial Statements and Exhibits, Other Events 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): May 21, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commiss |
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| May 17, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. REGISTRATION NO.: 333-181189 On May 16, 2012, SXC Health Solutions Corp. held its 2012 annual meeting of shareholders. The following are portions of the meeting transcript an |
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| May 9, 2012 |
Unaudited pro forma condensed combined financial statements of SXC and Catalyst EX-99.4 Exhibit 99.4 Unaudited pro forma condensed combined financial statements of SXC and Catalyst The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2012 and for the twelve months ended December 31, 2011 give effect to the Catalyst Merger and related financing transactions, including the offering of our common shares contemplated by our preli |
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| May 9, 2012 |
EX-99.1 Exhibit 99.1 The following risk factors were originally included in Item 1A of Catalyst Health Solutions, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on February 24, 2012, and SXC Health Solutions Corp. is reproducing them without revision herein. As a result, references in this Exhibit 99.1 to “we,” “our,” “us,” |
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| May 9, 2012 |
EX-99.2 Exhibit 99.2 Consolidated financial statements of Catalyst Health Solutions, Inc. Years Ended December 31, 2011, 2010 and 2009 With Report of Independent Registered Public Accounting Firm Page (1) Financial Statements Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2011 and 2010 3 Consolidated Statements of Operations for the years e |
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| May 9, 2012 |
EX-99.3 Exhibit 99.3 Consolidated financial statements of Catalyst Health Solutions, Inc. (Unaudited) Three Months Ended March 31, 2012 and 2011 Page Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011 2 Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 3 Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2 |
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| May 9, 2012 |
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): May 9, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other juri |
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| May 7, 2012 |
Form 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): May 7, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 7, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 7, 2012 |
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): May 7, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commissi |
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| May 7, 2012 |
Unaudited selected condensed consolidated statements Exhibit 99.1 Walgreens Health Initiatives, Inc. (a Business of Walgreen Co.) Unaudited Selected Condensed Consolidated Statements Of Operations (dollars in thousands) Three Months Ended May 31, Nine Months Ended May 31, 2011 2010 2011 2010 Revenues $ 25,343 $ 22,444 $ 85,657 $ 68,962 Operating Costs and Expenses: Selling, general and administrat |
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| May 7, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 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): May 7, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 4, 2012 |
Catalyst Health Solutions Reports First Quarter 2012 Financial Results Press Release Exhibit 99.1 Catalyst Health Solutions Reports First Quarter 2012 Financial Results - ROCKVILLE, MD, May 3, 2012 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), today announced its financial results for the first quarter ended March 31, 2012. First Quarter 2012 Highlights: • Revenue increased 29.7% to $1.45 billion • Adjusted earnings per diluted share increased 19.2% to $0.62 • GA |
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| May 4, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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): May 3, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction (Commission (IRS E |
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| May 4, 2012 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 4, 2012 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 3, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 On May 3, 2012, SXC Health Solutions Corp. hosted a conference call to review its first quarter 2012 earnings. The following are portions of th |
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| April 26, 2012 |
Notice and Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 24, 2012 |
Press Release Exhibit 99.1 CATALYST HEALTH SOLUTIONS SELECTED AS PHARMACY BENEFITS PROVIDER FOR MERCER COLLECTIVE Leading human resource consulting firm picks Catalyst Rx to deliver pharmacy benefits to members of collective purchasing group FOR IMMEDIATE RELEASE ROCKVILLE, MD, April 23, 2012 – Catalyst Health Solutions, Inc., (NASDAQ: CHSI) today announced that Mercer, one of the world’s leading |
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| April 24, 2012 |
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): April 23, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commi |
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| April 24, 2012 |
Financial Statements and Exhibits, Other Events 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): April 23, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commi |
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| April 24, 2012 |
Press Release Exhibit 99.1 CATALYST HEALTH SOLUTIONS SELECTED AS PHARMACY BENEFITS PROVIDER FOR MERCER COLLECTIVE Leading human resource consulting firm picks Catalyst Rx to deliver pharmacy benefits to members of collective purchasing group FOR IMMEDIATE RELEASE ROCKVILLE, MD, April 23, 2012 – Catalyst Health Solutions, Inc., (NASDAQ: CHSI) today announced that Mercer, one of the world’s leading |
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| April 20, 2012 |
Transcript from Employee Town Hall Meeting, dated April 18, 2012 Exhibit 99.1 Catalyst Health Solutions, Inc. Employee Town Hall Transcript April 18, 2012 1:00 pm ET Operator Good day and welcome to the Catalyst Health Solutions all-employee meeting conference call. Today’s conference is being recorded. At this time I would like to turn the call over to Steve Cunanan. Please go ahead, sir. Steve C |
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| April 20, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 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): April 18, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporatio |
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| April 20, 2012 |
Form 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): April 18, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporatio |
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| April 20, 2012 |
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): April 16, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other j |
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| April 20, 2012 |
April 17, 2012 SXC Health Solutions Corp. Senior Secured Credit Facilities Commitment Letter Debt Commitment Letter, dated as of April 17, 2012 Exhibit 10.1 April 17, 2012 SXC Health Solutions Corp. Senior Secured Credit Facilities Commitment Letter SXC Health Solutions Corp. 2441 Warrenville Road, Suite 610 Lisle, Illinois 60532 Attention: Jeffrey Park, Chief Financial Officer Ladies and Gentlemen: SXC Health Solutions Corp. (“you” or the “Parent”) have requested that J.P. Morgan Securit |
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| April 20, 2012 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC and CATALYST HEALTH SOLUTIONS, INC. Dated as of April 17, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger and the Subsequent Merger 1 SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 SECTION 1.03. Effective Time 2 SECTION 1.04. Effects 2 SE |
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| April 20, 2012 |
Transcript from Employee Town Hall Meeting, dated April 18, 2012 Exhibit 99.1 Catalyst Health Solutions, Inc. Employee Town Hall Transcript April 18, 2012 1:00 pm ET Operator Good day and welcome to the Catalyst Health Solutions all-employee meeting conference call. Today’s conference is being recorded. At this time I would like to turn the call over to Steve Cunanan. Please go ahead, sir. Steve C |
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| April 19, 2012 |
Member FAQ, dated April 18, 2012 Exhibit 99.3 Catalyst – Member FAQs 1. How will this affect me? • With regard to the service you receive – nothing changes. We want to assure you that serving you remains our top priority, and we will continue to provide you with the same exceptional service you have come to expect. • As part of a stronger and more efficient company, we plan to leverage our combine |
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| April 19, 2012 |
Member FAQ, dated April 18, 2012 Exhibit 99.3 Catalyst – Member FAQs 1. How will this affect me? • With regard to the service you receive – nothing changes. We want to assure you that serving you remains our top priority, and we will continue to provide you with the same exceptional service you have come to expect. • As part of a stronger and more efficient company, we plan to leverage our combine |
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| April 19, 2012 |
Form 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): April 17, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporatio |
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| April 19, 2012 |
Client FAQ, dated April 18, 2012 Exhibit 99.2 Catalyst – General FAQs 1. Why are Catalyst and SXC combining? • As we have all seen over the past several years, the industry in which we operate is changing rapidly. Government regulations, the pressures felt by our clients to contain costs, and a number of strategic combinations in our industry have transformed the landscape of the PBM industry. • I |
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| April 19, 2012 |
EX-99.2 4 d336933dex992.htm CLIENT FAQ, DATED APRIL 18, 2012 Exhibit 99.2 Catalyst – General FAQs 1. Why are Catalyst and SXC combining? • As we have all seen over the past several years, the industry in which we operate is changing rapidly. Government regulations, the pressures felt by our clients to contain costs, and a number of strategic combinations in our industry have transformed the landsc |
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| April 19, 2012 |
Form of Partner letter, dated April 18, 2012 Exhibit 99.4 Form of Partner Letter To our valued partners: Earlier today, Catalyst announced that we have entered into a definitive merger agreement with SXC Health Solutions Corp. that will combine the two organizations in a cash and stock transaction valued at approximately $4 billion. This is an exciting combination that brings together the industry |
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| April 19, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 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): April 17, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporatio |
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| April 19, 2012 |
Form of Partner letter, dated April 18, 2012 Exhibit 99.4 Form of Partner Letter To our valued partners: Earlier today, Catalyst announced that we have entered into a definitive merger agreement with SXC Health Solutions Corp. that will combine the two organizations in a cash and stock transaction valued at approximately $4 billion. This is an exciting combination that brings together the industry |
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| April 19, 2012 |
Form of Client Letter, dated April 18, 2012 Exhibit 99.1 Form of Client Letter To our valued clients: Earlier today, Catalyst announced that we have entered into a definitive merger agreement with SXC Health Solutions Corp. that will combine the two organizations in a cash and stock transaction valued at approximately $4 billion. This is an exciting combination that brings together the industry le |
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| April 19, 2012 |
Agreement and Plan of Merger, dated April 17, 2012 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC and CATALYST HEALTH SOLUTIONS, INC. Dated as of April 17, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger and the Subsequent Merger 1 SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 SECTION 1.03. Effective |
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| April 19, 2012 |
Form of Client Letter, dated April 18, 2012 Exhibit 99.1 Form of Client Letter To our valued clients: Earlier today, Catalyst announced that we have entered into a definitive merger agreement with SXC Health Solutions Corp. that will combine the two organizations in a cash and stock transaction valued at approximately $4 billion. This is an exciting combination that brings together the industry le |
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| April 19, 2012 |
Agreement and Plan of Merger, dated April 17, 2012 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC and CATALYST HEALTH SOLUTIONS, INC. Dated as of April 17, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger and the Subsequent Merger 1 SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 SECTION 1.03. Effective |
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| April 19, 2012 |
Conference Call Transcript, dated April 18, 2012 Exhibit 99.5 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT CHSI - Catalyst Health Solutions Inc. and SXC Health Solutions Corp. to Discuss Definitive Merger Agreement Conference Call EVENT DATE/TIME: APRIL 18, 2012 / 12:30PM GMT OVERVIEW: Co. reported that CHSI and SXC will combine together for a consideration of $4.4b in cash and stock. The transa |
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| April 19, 2012 |
Conference Call Transcript, dated April 18, 2012 Exhibit 99.5 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT CHSI - Catalyst Health Solutions Inc. and SXC Health Solutions Corp. to Discuss Definitive Merger Agreement Conference Call EVENT DATE/TIME: APRIL 18, 2012 / 12:30PM GMT OVERVIEW: Co. reported that CHSI and SXC will combine together for a consideration of $4.4b in cash and stock. The transa |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 The following are Employee FAQs distributed to members of the senior management team of SXC Health Solutions Corp. on April 18, 2012. Employee |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO. 000-31014 The following email was distributed to employees of SXC Health Solutions Corp. on April 18, 2012. Good Morning SXC! Big News! And I mean really |
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| April 18, 2012 |
Joint Press Release, dated April 18, 2012 Exhibit 99.1 SXC AND CATALYST TO COMBINE, CREATING LEADING PROVIDER OF PHARMACY BENEFIT MANAGEMENT SERVICES AND HEALTHCARE INFORMATION TECHNOLOGY SOLUTIONS Joins Two of the Country’s Fastest Growing, Innovative and Highly Complementary PBMs; Combination Will Offer Comprehensive Suite of Best-in-Class Services and Customized Solutions Increased Size and Sca |
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| April 18, 2012 |
Joint Press Release, dated April 18, 2012 Exhibit 99.1 SXC AND CATALYST TO COMBINE, CREATING LEADING PROVIDER OF PHARMACY BENEFIT MANAGEMENT SERVICES AND HEALTHCARE INFORMATION TECHNOLOGY SOLUTIONS Joins Two of the Country’s Fastest Growing, Innovative and Highly Complementary PBMs; Combination Will Offer Comprehensive Suite of Best-in-Class Services and Customized Solutions Increased Size and Sca |
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| April 18, 2012 |
Email to Employees, dated April 18, 2012 Exhibit 99.3 Email to Employees To my fellow Catalyst employees: Just a few moments ago, we publically announced that we have entered into a definitive merger agreement with SXC Health Solutions Corp that will combine our companies in a cash and stock transaction valued at approximately $4.4 billion. This is an exciting development for our company and I wan |
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| April 18, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events - FORM 8-K Form 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): April 17, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporatio |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 SXC AND CATALYST TO COMBINE, CREATING LEADING PROVIDER OF PHARMACY BENEFIT MANAGEMENT SERVICES AND HEALTHCARE INFORMATION TECHNOLOGY SOLUTIONS |
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| April 18, 2012 |
Email to Employees, dated April 18, 2012 Exhibit 99.3 Email to Employees To my fellow Catalyst employees: Just a few moments ago, we publically announced that we have entered into a definitive merger agreement with SXC Health Solutions Corp that will combine our companies in a cash and stock transaction valued at approximately $4.4 billion. This is an exciting development for our company and I wan |
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| April 18, 2012 |
Employee FAQs, dated April 18, 2012 Exhibit 99.4 Catalyst – Employee FAQs 1. Why are Catalyst and SXC combining? • As a Board and management team, we are constantly thinking about ways to drive even greater value for our shareholders, clients, partners, and you – our valued employees. • As we have all seen over the past several years, the industry in which we operate is changing rapidly. Governmen |
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| April 18, 2012 |
Employee FAQs, dated April 18, 2012 Exhibit 99.4 Catalyst – Employee FAQs 1. Why are Catalyst and SXC combining? • As a Board and management team, we are constantly thinking about ways to drive even greater value for our shareholders, clients, partners, and you – our valued employees. • As we have all seen over the past several years, the industry in which we operate is changing rapidly. Governmen |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 The following is a transcript of the SXC Health Solutions Corp. investor call held on April 18, 2012. OPERATOR: Good morning, ladies and gentle |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 The following form of vendor letter was distributed to certain employees of SXC Health Solutions Corp. on April 18, 2012. April 18, 2012 I am w |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 The following Client FAQs were distributed to certain employees of SXC Health Solutions Corp. on April 18, 2012. SXC Client FAQs This morning i |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 The following is a transcript of remarks made by Mark Thierer, Chairman and CEO of SXC Health Solutions Corp., at an all-hands employee meeting |
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| April 18, 2012 |
EX-99.2 3 d336919dex992.htm INVESTOR SLIDES, DATED APRIL 18, 2012 Catalyst SXC + Health Solutions Catalyst SXC + Health Solutions CREATING A LEADING NATIONAL PROVIDER OF PBM SERVICES AND HEALTHCARE INFORMATION TECHNOLOGY SOLUTIONS April 18, 2012 Exhibit 99.2 Forward-Looking Statements Forward-Looking Statements 2 Certain statements included in this communication, including those that express manag |
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| April 18, 2012 |
425 Catalyst SXC + Health Solutions Catalyst SXC + Health Solutions CREATING A LEADING NATIONAL PROVIDER OF PBM SERVICES AND HEALTHCARE INFORMATION TECHNOLOGY SOLUTIONS April 18, 2012 FILED BY SXC HEALTH SOLUTIONS CORP. |
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| April 18, 2012 |
Form 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): April 17, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporatio |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 The following fact sheet was distributed to certain employees of SXC Health Solutions Corp. on April 18, 2012. Combination Fact Sheet SXC and C |
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| April 18, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 The following Prospective Client FAQs were distributed to certain employees of SXC Health Solutions Corp. on April 18, 2012. SXC Prospective Cl |
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| April 18, 2012 |
Investor Slides, dated April 18, 2012 Catalyst SXC + Health Solutions Catalyst SXC + Health Solutions CREATING A LEADING NATIONAL PROVIDER OF PBM SERVICES AND HEALTHCARE INFORMATION TECHNOLOGY SOLUTIONS April 18, 2012 Exhibit 99. |
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| March 20, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K Form 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) March 19, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation |
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| March 20, 2012 |
Press Release Exhibit 99.1 REGENCE RX AND CATALYST HEALTH SOLUTIONS ANNOUNCE PHARMACY BENEFIT MANAGEMENT AGREEMENT THROUGH 2017 Catalyst Rx to serve as exclusive provider of pharmacy benefits for Regence Rx; will establish Pharmacy Center of Excellence in Pacific Northwest FOR IMMEDIATE RELEASE PORTLAND, OR and ROCKVILLE, MD Mar 19, 2012 – Regence Rx, Inc. and Catalyst Health Solutions, Inc., (NAS |
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| March 2, 2012 |
Annual Report - AMENDEMENT #1 TO FORM 10-K Amendement #1 to Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 24, 2012 |
Exhibit 21.1 Exhibit 21.1 SUBSIDIARIES Name State of Incorporation Concept Pharmaceuticals, LLC Alabama Senior Script, LLC Alabama N.L.B.P, LLC Arizona Catalyst Mail, LLC Delaware Coalition for Advanced Pharmacy Services, LLC Delaware First Rx Specialty and Mail Services, LLC Delaware FutureScripts Holdings, LLC Delaware Health Extras, LLC Delaware HospiScript Services, LLC Delaware RAA Holdco, LL |
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| February 24, 2012 |
FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 24, 2012 |
VOLUNTARY SEPARATION AND RELEASE AGREEMENT Exhibit 10.26 Exhibit 10.26 VOLUNTARY SEPARATION AND RELEASE AGREEMENT This Voluntary Separation and Release Agreement (this “Release Agreement”) is dated as of February 22, 2012, and entered into by and between Bruce Metge, an individual (“Executive”) and Catalyst Health Solutions, Inc. (together with any successor thereto, the “Company”). WHEREAS, Executive has been employed by the Company and, |
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| February 24, 2012 |
Exhibit 10.17 Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”) is entered, effective November 10, 2011 (the “Effective Date”) by and between Catalyst Health Solutions, Inc. (the “Company”) and David T. Blair (the “Executive”). 1. Employment Term; Position; Duties. (a) Employment Term. Executive shall be employed by the Company under the terms of this Employ |
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| February 24, 2012 |
Exhibit 10.27 Exhibit 10.27 800 King Farm Boulevard Rockville, MD 20850 Telephone: 301-548-2900 February 24, 2012 Mr. Benjamin R. Preston 11011 Burywood Lane Reston, Virginia 20194 Dear Ben: On behalf of Catalyst Health Solutions, Inc. (“Catalyst”) and Catalyst’s Board of Directors (the “Board”), I am pleased to offer you the following terms of your employment as General Counsel of Catalyst. I am |
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| February 22, 2012 |
Catalyst Health Solutions Reports Fourth Quarter and Year End Financial Results EX-99.1 2 d283956dex991.htm PRESS RELEASE Exhibit 99.1 Catalyst Health Solutions Reports Fourth Quarter and Year End Financial Results ROCKVILLE, MD, February 21, 2012 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), today announced its financial results for the fourth quarter and year ended December 31, 2011. Fourth Quarter Year-Over-Year Highlights: • Revenue increased 38% to $1.54 billion • Ad |
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| February 22, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 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): February 21, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorpora |
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| February 14, 2012 |
Regulation FD Disclosure - FORM 8-K Form 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): February 8, 2012 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jur |
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| February 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CATALYST HEALTH SOLUTIONS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 14888B103 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which thi |
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| January 25, 2012 |
Form 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): January 19, 2012 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jur |
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| January 20, 2012 |
Form 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): January 17, 2012 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jur |
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| November 14, 2011 |
FORM 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) November 10, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporat |
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| November 14, 2011 |
Exhibit 99.1 Edward S. Civera to Retire as Chairman of Catalyst Health Solutions at End of 2011 Catalyst Health Solutions Appoints David T. Blair Chairman ROCKVILLE, MD, November 14, 2011 ? Catalyst Health Solutions, Inc. (NASDAQ: CHSI) today announced that Edward S. Civera is retiring as Chairman of the Board at the end of 2011. The Company?s Board of Directors has appointed David T. Blair, Catal |
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| November 4, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 2, 2011 |
Press Release Exhibit 99.1 Catalyst Health Solutions Reports Third Quarter Results Revenues grow 55% over prior year Wins $400 million in new business for 2012 Launches major initiative to capitalize on market opportunities Confirms 2011 guidance and issues preliminary 2012 guidance ROCKVILLE, MD, November 1, 2011 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), today announced its financial resu |
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| November 2, 2011 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 1, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorporation) (Comm |
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| August 19, 2011 |
FORM 8-K AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 19, 2011 (June 17, 2011) CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52 |
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| August 19, 2011 |
EXHIBIT 99.2 Exhibit 99.2 Walgreens Health Initiatives, Inc. (A Business of Walgreen Co.) Condensed Financial Statements for the Three and Six Months Ended February 28, 2011 and 2010 WALGREENS HEALTH INITIATIVES, INC. (A BUSINESS OF WALGREEN CO.) TABLE OF CONTENTS Page CONDENSED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2011 AND 2010 (UNAUDITED): Balance Sheets 3 Stateme |
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| August 19, 2011 |
Exhibit 99.1 Walgreens Health Initiatives, Inc. (A Business of Walgreen Co.) Financial Statements as of and for the Years Ended August 31, 2010 and 2009, and Independent Auditors? Report WALGREENS HEALTH INITIATIVES, INC. (A Business of Walgreen Co.) TABLE OF CONTENTS Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED AUGUST 31, 2010 AND 2009: Balance Sheets 2 S |
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| August 19, 2011 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On March 8, 2011 Catalyst Health Solutions, Inc. (the “Company”, “Catalyst”, or “we”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Walgreen Co., (“Walgreens”), and Walgreens Health Initiatives, Inc. (“WHI”) whereby the Company, subject to the terms and conditions of the Purchase Agreement, agreed t |
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| August 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 5, 2011 |
EXHIBIT 10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”) is entered, effective August 22, 2011, (the “Effective Date”) by and between Catalyst Health Solutions, Inc. (the “Company”) and Timothy R. Pearson (the “Executive”). WHEREAS, the Company is engaged in business as a pharmacy benefits manager; and WHEREAS, the Company seeks to employ the Executive, |
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| August 3, 2011 |
FORM8-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) August 2, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| August 3, 2011 |
PRESS RELEASE Exhibit 99.1 Catalyst Health Solutions Reports Second Quarter 2011 Financial Results Revenue Up 39% to $1.2 Billion ROCKVILLE, MD, August 2, 2011 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), today announced its financial results for the quarter ended June 30, 2011. The Company reported quarterly revenue of $1.2 billion and adjusted earnings per diluted share of $0.53. Net income |
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| July 22, 2011 |
POWER OF ATTORNEY I, Deirdre C. Kramer, Acting Chief Financial Officer of Catalyst Health Solutions, Inc. (the "Company"), hereby authorize and designate David T. Blair, Richard A. Bates or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchang |
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| July 21, 2011 |
Form8-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) July 15, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| July 19, 2011 |
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) July 19, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commiss |
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| July 19, 2011 |
CATALYST APPOINTS TIMOTHY PEARSON CHIEF FINANCIAL OFFICER Exhibit 99.1 CATALYST APPOINTS TIMOTHY PEARSON CHIEF FINANCIAL OFFICER ROCKVILLE, MD, July 19, 2011 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI) today announced that Timothy Pearson has been appointed Chief Financial Officer (CFO) and Executive Vice President, effective August 22, 2011. Mr. Pearson, 43, currently serves as Chief Financial Officer and Executive Vice President of MedImmune, the |
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| July 14, 2011 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Employment Agreement?) is entered, effective July 13, 2011, (the ?Effective Date?) by and between Catalyst Health Solutions, Inc. (the ?Company?) and Deirdre Kramer (the ?Executive?). WHEREAS, the Company is engaged in business as a pharmacy benefits manager; and WHEREAS, the Executive is currently Senior Vice President of Finance, |
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| July 14, 2011 |
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) July 13, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commiss |
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| June 17, 2011 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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) June 13, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorporation) (Commiss |
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| June 3, 2011 |
Press Release Exhibit 99.1 CATALYST HEALTH SOLUTIONS APPOINTS DEIRDRE KRAMER AS INTERIM CHIEF FINANCIAL OFFICER Announces Results of Annual Shareholder Meeting ROCKVILLE, Md., June 3, 2011 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI) today announced that Hai Tran will step down as Chief Financial Officer effective July 15, 2011 to pursue other business opportunities. Deirdre Kramer, Corporate |
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| June 3, 2011 |
Form 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) June 1, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| May 6, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 5, 2011 |
Form 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): May 4, 2011 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jurisdic |
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| May 5, 2011 |
Press Release Exhibit 99.1 Catalyst Health Solutions Reports First Quarter Financial Results Revenue Increases 35% to $1.1 Billion ROCKVILLE, MD, May 4, 2011 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI) announced its financial results for the first quarter ended March 31, 2011. The Company reported quarterly revenue of $1.1 billion and net income of $20.3 million, or $0.45 per diluted share. A |
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| April 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 20, 2011 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 4, 2010 and amended and restated as of April 14, 2011 among CATALYST HEALTH SOLUTIONS, INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK, as Administrative Agent GOLDMAN SACHS LENDING PARTNERS LLC, CITIGROUP GLOBAL MARKETS INC. and WELLS FARGO SECURITIES, LL |
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| April 20, 2011 |
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) April 20, 2011 (April 14, 2011) CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incor |
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| April 11, 2011 |
Rule 424(b)(5) Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| April 11, 2011 |
Underwriting Agreement Exhibit 1.1 Execution Version Catalyst Health Solutions, Inc. Common Stock, par value $0.01 5,500,000 Shares Underwriting Agreement April 7, 2011 Goldman, Sachs & Co. As representative of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 200 West Street, New York, New York 10282 Ladies and Gentlemen: Catalyst Health Solutions, Inc., a Delaware cor |
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| April 11, 2011 |
Form 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) April 7, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| April 11, 2011 |
CATALYST HEALTH SOLUTIONS ANNOUNCES PRICING OF COMMON STOCK OFFERING Exhibit 99.1 CATALYST HEALTH SOLUTIONS ANNOUNCES PRICING OF COMMON STOCK OFFERING ROCKVILLE, Md., April 7, 2011 ? Catalyst Health Solutions, Inc. (NASDAQ: CHSI) today announced the successful pricing of its public offering of 5,500,000 shares of common stock, consisting of 4,500,000 shares to be sold by the Company and 1,000,000 shares to be sold by one of its stockholders, Principal Holding Compa |
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| April 4, 2011 |
Form 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): April 4, 2011 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jurisd |
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| April 4, 2011 |
Exhibit 99.2 FutureScripts Secure, LLC Financial Statements as of and for the Year Ended December 31, 2009, and Independent Auditors? Report FUTURESCRIPTS SECURE, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2009: Balance Sheet 2 Statement of Operations 3 Changes in Member?s Deficit 4 Statement of Cash Flows 5 Notes to Fin |
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| April 4, 2011 |
EXHIBIT 15.1 Exhibit 15.1 Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103-3984 USA Tel: +1 215 246 2300 Fax: +1 215 569 2441 www.deloitte.com April 4, 2011 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 We have reviewed, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Publ |
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| April 4, 2011 |
Audited Financial Statements of FutureScripts, LLC Exhibit 99.1 FutureScripts, LLC Financial Statements as of and for the Year Ended December 31, 2009, and Independent Auditors’ Report FUTURESCRIPTS, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2009: Balance Sheet 2 Statement of Operations 3 Changes in Member’s Equity 4 St |
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| April 4, 2011 |
Exhibit 15.1 Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103-3984 USA Tel: +1 215 246 2300 Fax: +1 215 569 2441 www.deloitte.com April 4, 2011 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 We have reviewed, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountant |
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| April 4, 2011 |
Pre-tax income from continuing operations EXHIBIT 12.1 Exhibit 12.1 Catalyst Health Solutions, Calculation of Ratio of Earnings to Fixed Charges 2010 2009 2008 2007 2006 (In thousands) Pre-tax income from continuing operations $ 130,414 $ 104,950 $ 79,663 $ 62,970 $ 52,230 Add: Interest expense 3,027 560 311 162 769 Estimated interest component of rental expense 1,867 1,867 1,700 1,100 800 Less: Pre-tax income attributable to non-controll |
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| April 4, 2011 |
Exhibit 15.2 Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103-3984 USA Tel: +1 215 246 2300 Fax: +1 215 569 2441 www.deloitte.com April 4, 2011 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 We have reviewed, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountant |
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| April 4, 2011 |
Unaudited Financial Statements of FutureScripts Secure, LLC Exhibit 99.4 FutureScripts Secure, LLC Financial Statements as of and for the Six Months Ended June 30, 2010 and 2009, and Independent Accountants’ Review Report FUTURESCRIPTS SECURE, LLC TABLE OF CONTENTS Page INDEPENDENT ACCOUNTANTS’ REVIEW REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009: Balance |
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| April 4, 2011 |
Exhibit 15.2 Deloitte & Touche LLP 1700 Market Street Philadelphia, PA 19103-3984 USA Tel: +1 215 246 2300 Fax: +1 215 569 2441 www.deloitte.com April 4, 2011 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 We have reviewed, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountant |
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| April 4, 2011 |
As filed with the Securities and Exchange Commission on April 4, 2011 FORM S-3ASR Table of Contents As filed with the Securities and Exchange Commission on April 4, 2011 Registration No. |
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| April 4, 2011 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On August 4, 2010 Catalyst Health Solutions, Inc. (the ?Company,? ?Catalyst? or ?we?) entered into an Equity Interest Purchase Agreement (the ?Purchase Agreement?) with Independence Blue Cross (?IBC?), QCC Insurance Company (?Seller?), FutureScripts, LLC and FutureScripts Secure LLC (together with FutureScripts, LLC, ?Future |
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| April 4, 2011 |
EXHIBIT 4.4 Exhibit 4.4 Catalyst Health Solutions, Inc. INDENTURE Dated as of , 20 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II. THE SECURITIES 6 Section 2.1 Issuable in Series 6 Sectio |
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| April 4, 2011 |
[CERTIFICATE OF STOCK ART APPEARS HERE] EXHIBIT 4.2 EXHIBIT 4.2 [CERTIFICATE OF STOCK ART APPEARS HERE] [LOGO OF CATALYST HEALTH SOLUTIONS, INC. APPEARS HERE] COMMON STOCK INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP THIS CERTIFIES THAT is the registered holder of shares of the common stock of the above named corporation, fully paid and non-assessable, transferrable only on the books of |
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| April 4, 2011 |
Subject to Completion Preliminary Prospectus Supplement Dated April 4, 2011 Rule 424(b)(5) Table of Contents The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| April 4, 2011 |
Unaudited Financial Statements of FutureScripts, LLC Exhibit 99.3 FutureScripts, LLC Financial Statements as of and for the Six Months Ended June 30, 2010 and 2009, and Independent Accountants’ Review Report FUTURESCRIPTS, LLC TABLE OF CONTENTS Page INDEPENDENT ACCOUNTANTS’ REVIEW REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009: Balance Sheets 2 Statements o |
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| March 14, 2011 |
Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT BETWEEN WALGREEN CO. AND CATALYST HEALTH SOLUTIONS, INC. Dated as of March 8, 2011 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE 2 Section 2.1 Purchase and Sale of the Shares 2 ARTICLE III PURCHASE PRICE 2 Section 3.1 Purchase Price 2 ARTICLE IV CLOSING 2 Section 4.1 Closing Date 2 Sectio |
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| March 14, 2011 |
Exhibit 99.1 CATALYST HEALTH SOLUTIONS TO ACQUIRE WALGREENS HEALTH INITIATIVES FOR $525 MILLION Transaction Will More than Double Catalyst?s PBM Membership and Prescription Volume ROCKVILLE, Md., March 9, 2011 ? Catalyst Health Solutions, Inc. (NASDAQ:CHSI) announced that it has entered into a definitive agreement with Walgreen Co. (NYSE, NASDAQ: WAG) to acquire Walgreens? pharmacy benefit managem |
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| March 14, 2011 |
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) March 8, 2011 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commiss |
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| February 25, 2011 |
Exhibit 21.1 SUBSIDIARIES Name State of Incorporation Concept Pharmaceuticals, LLC Alabama SeniorScript, LLC Alabama Catalyst Mail, LLC Delaware Coalition for Advanced Pharmacy Services, LLC Delaware First Rx Specialty and Mail Services, LLC Delaware FutureScripts Holdings, LLC Delaware HealthExtras Benefits Administrator, Inc. Delaware HEBA, LLC Delaware HospiScript Services, LLC Delaware Catalys |
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| February 25, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CATALYST HEALTH SOLUTIONS, INC. (Exact na |
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| February 23, 2011 |
Form 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): February 22, 2011 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Ju |
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| February 23, 2011 |
Exhibit 99.1 Catalyst Health Solutions Reports Record Fourth Quarter and Year End Financial Results 2010 Net Income Increases 24% to $1.82 per Diluted Share Fourth Quarter Revenues up 49% Over Prior Year ROCKVILLE, MD, February 22, 2011 ? Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management company, today announced its financial results for the fourth quarter and year ende |
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| November 19, 2010 |
Exhibit 15.1 November 19, 2010 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 We have reviewed, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants, the unaudited interim financial information of FutureScripts, LLC for the six-month periods ended June 30, 2010 and 2009, and |
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| November 19, 2010 |
Exhibit 99.4 FutureScripts Secure, LLC Financial Statements as of and for the Six Months Ended June 30, 2010 and 2009, and Independent Accountants? Review Report FUTURESCRIPTS SECURE, LLC TABLE OF CONTENTS Page INDEPENDENT ACCOUNTANTS? REVIEW REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009: Balance Sheets 2 Statements of Operations 3 Changes in Member?s Defi |
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| November 19, 2010 |
Exhibit 99.3 FutureScripts, LLC Financial Statements as of and for the Six Months Ended June 30, 2010 and 2009, and Independent Accountants? Review Report FUTURESCRIPTS, LLC TABLE OF CONTENTS Page INDEPENDENT ACCOUNTANTS? REVIEW REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009: Balance Sheets 2 Statements of Operations 3 Changes in Member?s Equity 4 Statement |
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| November 19, 2010 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On August 4, 2010 Catalyst Health Solutions, Inc. (the “Company,” “Catalyst” or “we”) entered into an Equity Interest Purchase Agreement (the “Purchase Agreement”) with Independence Blue Cross (“IBC”), QCC Insurance Company (“Seller”), FutureScripts, LLC and FutureScripts Secure LLC (together with FutureScripts, |
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| November 19, 2010 |
Form 8-K Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 19, 2010 (September 13, 2010) Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specifi |
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| November 19, 2010 |
Exhibit 99.1 FutureScripts, LLC Financial Statements as of and for the Year Ended December 31, 2009, and Independent Auditors? Report FUTURESCRIPTS, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2009: Balance Sheet 2 Statement of Operations 3 Changes in Member?s Equity 4 Statement of Cash Flows 5 Notes to Financial Statemen |
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| November 19, 2010 |
Exhibit 99.2 FutureScripts Secure, LLC Financial Statements as of and for the Year Ended December 31, 2009, and Independent Auditors? Report FUTURESCRIPTS SECURE, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITORS? REPORT 1 FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2009: Balance Sheet 2 Statement of Operations 3 Changes in Member?s Deficit 4 Statement of Cash Flows 5 Notes to Fin |
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| November 19, 2010 |
Exhibit 15.2 November 19, 2010 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 We have reviewed, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants, the unaudited interim financial information of FutureScripts Secure, LLC for the six-month periods ended June 30, 2010 and 20 |
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| November 5, 2010 |
Exhibit 2.1 EXECUTION COPY EQUITY INTEREST PURCHASE AGREEMENT dated as of August 4, 2010 by and among CATALYST HEALTH SOLUTIONS, INC., INDEPENDENCE BLUE CROSS, QCC INSURANCE COMPANY, FUTURESCRIPTS, LLC and FUTURESCRIPTS SECURE LLC TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 1 ARTICLE II. SALE AND TRANSFER OF THE INTERESTS 11 2.1. Purchase and Sale of the Interests 11 2.2. Purchase Price |
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| November 5, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 5, 2010 |
Exhibit 10.1 Execution Version REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of August 4, 2010 among CATALYST HEALTH SOLUTIONS, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Syndication Agents JPMORGAN CHASE BANK, N.A. and CITIZENS BANK OF PENNSYLVANIA, as Co-Documentation Agents and SUNTRUST BANK, as Admin |
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| November 4, 2010 |
Form 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): November 3, 2010 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jur |
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| November 4, 2010 |
Exhibit 99.1 Catalyst Health Solutions Reports Strong Earnings for Third Quarter 2010 Net Income Increases 25% to $0.48 per Diluted Share ROCKVILLE, MD, November 3, 2010 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management company, today announced its financial results for the third quarter ended September 30, 2010. The Company reported record quarterly net income of $21 |
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| September 21, 2010 |
Form 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): September 21, 2010 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other J |
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| September 21, 2010 |
SEPARATION AND RELEASE AGREEMENT Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this “Release Agreement”) is dated as of September 10, 2010, and entered into by and between Nick J. Grujich, an individual (“Executive”) and Catalyst Health Solutions, Inc. (together with any successor thereto, the “Company”). WHEREAS, Executive has been employed by the Company; WHEREAS, Executive wishes to resig |
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| September 21, 2010 |
Form 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) September 20, 2010 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorpora |
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| September 14, 2010 |
Form 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) September 13, 2010 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorpora |
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| August 13, 2010 |
Correspondence August 13, 2010 Via EDGAR Mr. Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Catalyst Health Solutions, Inc. Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 25, 2010 Proxy Statement on Schedule 14A Filed April 23, 2010 File Number: 000-31014 Dear Mr. Rosenberg: On behalf of |
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| August 10, 2010 |
Press Release Exhibit 99.1 Catalyst Health Solutions and Independence Blue Cross Announce Agreement on Sale of Pharmacy Benefit Management Company FutureScripts Companies Agree to 10-Year Pharmacy Benefit Management Contract ROCKVILLE, Md. and PHILADELPHIA, Pa., August 4, 2010 — Catalyst Health Solutions, Inc., (NASDAQ:CHSI) and Independence Blue Cross (IBC) announced today that they have entered |
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| August 10, 2010 |
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) August 4, 2010 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 1-31014 52-2181356 (State or other jurisdiction of incorporation) (Commis |
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| August 6, 2010 |
Exhibit 10.1 Amendment to Employment Agreement by and between Catalyst Health Solutions, Inc. and Richard A. Bates, effective June 22, 2010 Reference is made to the Employment Agreement between Catalyst Health Solutions, Inc. (the ?Company?) and Richard A. Bates (the ?Executive?) dated August 3, 2009 (the ?Employment Agreement?). Whereas, the Company and Executive previously entered into the Emplo |
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| August 6, 2010 |
Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Catalyst Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2010 filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 U.S. |
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| August 6, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 6, 2010 |
Exhibit 10.2 Amendment to Employment Agreement by and between HealthExtras, Inc. (now Catalyst Health Solutions, Inc.) and Nick J. Grujich, effective June 22, 2010 Reference is made to the Employment Agreement between HealthExtras, Inc. (now Catalyst Health Solutions, Inc. (the ?Company?)) and Nick J. Grujich (the ?Executive?) dated February 28, 2008 (the ?Employment Agreement?). Whereas, the Comp |
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| August 5, 2010 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 4, 2010 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jurisdiction o |
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| August 5, 2010 |
Exhibit 99.1 Catalyst Health Solutions Reports Second Quarter 2010 Financial Results Net Income Increases 21% to $0.44 per Diluted Share Revenue Up 24% to $890 Million Definitive Agreement to Acquire Independence Blue Cross? PBM Company Secures $350 Million Senior Credit Facility ROCKVILLE, MD, August 4, 2010 ? Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management (PBM) com |
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| July 28, 2010 |
Correspondence July 28, 2010 VIA EDGAR CORRESPONDENCE AND FAX Dana Hartz Staff Accountant Division of Corporation Finance Securities and Exchange Commission 100 F Street N. |
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| June 25, 2010 |
Catalyst Announces Organizational Realignment; Executive Promotion Exhibit 99.1 Catalyst Announces Organizational Realignment; Executive Promotion ROCKVILLE, Md.?June 25, 2010?Catalyst Health Solutions, Inc. (NASDAQ:CHSI), announces an organizational realignment and executive promotion to support the Company?s continued growth. Mr. Rick Bates, formerly Executive Vice President, has been appointed to President and Chief Operating Officer. Mr. Nick Grujich, formerl |
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| June 25, 2010 |
Form 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) June 22, 2010 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorporation) |
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| June 16, 2010 |
June 16, 2010 Via EDGAR Mr. Jeffrey Riedler Assistant Director Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Catalyst Health Solutions, Inc. Schedule 14A filed April 23, 2010 File No. 000-31014 Dear Mr. Riedler: On behalf of Catalyst Health Solutions, Inc. (the ?Company?), please find below the Company?s response to the commen |
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| June 7, 2010 |
Correspondence June 7, 2010 Via EDGAR Mr. Jim B. Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Catalyst Health Solutions, Inc. Form 10-K for the Fiscal Year Ended December 31, 2009 File No. 000-31014 Dear Mr. Rosenberg: On behalf of Catalyst Health Solutions, Inc. (the “Company”), please find below the Company’s re |
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| June 4, 2010 |
Form S-8 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Catalyst Health Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 800 King Farm Boulevard R |
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| June 4, 2010 |
Form 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) June 1, 2010 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction f incorporation) ( |
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| May 6, 2010 |
Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Catalyst Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2010 filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby ce |
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| May 6, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 5, 2010 |
Press Release Exhibit 99.1 Catalyst Health Solutions Reports First Quarter 2010 Financial Results Net Income Increases 26% to $0.39 per Diluted Share Revenue Increases 18% to $832 million ROCKVILLE, MD, May 4, 2010 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI) announces its financial results for the first quarter ended March 31, 2010. The Company reports quarterly net income of $17.4 million, u |
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| May 5, 2010 |
Form 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): May 4, 2010 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jurisdic |
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| April 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| February 25, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Form 10-K for the fiscal year ended December 31, 2009 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 25, 2010 |
Exhibit 21.1 Exhibit 21.1 SUBSIDIARIES Name State of Incorporation Concept Pharmaceuticals, LLC Alabama SeniorScript, LLC Alabama Coalition for Advanced Pharmacy Services, LLC Delaware First Rx Specialty and Mail Services, LLC Delaware HealthExtras Benefits Administrator, Inc. Delaware HospiScript Services, LLC Delaware Managed Healthcare Systems, Inc. Florida Catalyst Consultants Nevada Catalyst |
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| February 24, 2010 |
Exhibit 99.1 Exhibit 99.1 Catalyst Reports Record Fourth Quarter and Year End Financial Results Net Income Increases 29% to $1.48 per Diluted Share 2009 Revenue Reaches $2.9 Billion ROCKVILLE, MD, February 23, 2010 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI) announces its financial results for the fourth quarter and year ended December 31, 2009. For 2009, the Company reported revenue of $2.9 |
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| February 24, 2010 |
Form 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): February 23, 2010 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Ju |
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| November 5, 2009 |
Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Catalyst Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2009 filed with the Securities and Exchange Commission (the “Report”), the undersigned hereb |
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| November 5, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 4, 2009 |
Form 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): November 3, 2009 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jur |
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| November 4, 2009 |
Press Release Exhibit 99.1 Catalyst Health Solutions Reports Record Earnings for Third Quarter 2009 Net Income Increases 37% to $0.39 per Diluted Share Preliminary Financial Guidance Projects 25% Net Income Growth in 2010 — ROCKVILLE, MD, November 3, 2009 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management company, today announced its financial results for the third qua |
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| October 13, 2009 |
FIRST AMENDMENT TO AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT Exhibit 4.2.1 Exhibit 4.2.1 FIRST AMENDMENT TO AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) made as of this 9th day of October, 2009, by and between CATALYST HEALTH SOLUTIONS, INC., a corporation organized under the laws of the State of Delaware (formerly known as Healthextras, Inc.) (the “Bor |
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| October 13, 2009 |
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): October 9, 2009 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 0-31014 52-2181356 (State or other jurisdiction of incorporation) (Comm |
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| October 13, 2009 |
Catalyst Health Solutions Extends and Increases Revolving Credit Facility to $100 Million Press Release Exhibit 99.1 Catalyst Health Solutions Extends and Increases Revolving Credit Facility to $100 Million - ROCKVILLE, MD, October 13, 2009 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management (PBM) company, announced today that it has entered into an amended agreement with Wachovia Bank, N.A., a Wells Fargo Company, to extend and increase its secured revolvin |
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| August 11, 2009 |
rrd224305253244.html POWER OF ATTORNEY I, Richard A. Bates, Executive Vice President of Catalyst Health Solutions, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securitie |
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| August 7, 2009 |
Form 8-K 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): August 3, 2009 CATALYST HEALTH SOLUTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-31014 52-2181356 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 7, 2009 |
Employment Agreement Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”) is entered effective August 3, 2009, (the “Effective Date”) by and between Catalyst Health Solutions, Inc. (the “Company”) and Richard A. Bates (the “Executive”). WHEREAS, the Company is engaged in business as a pharmacy benefits manager; and WHEREAS, the Company seeks to employ the Execut |
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| August 6, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 6, 2009 |
Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Catalyst Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2009 filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby cer |
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| August 5, 2009 |
Press Release Exhibit 99.1 Catalyst Health Solutions Reports Record Second Quarter 2009 Financial Results and Raises Guidance Net Income Increases 35% to $0.37 per Diluted Share Second Quarter Revenues Up 17% to $718 Million ROCKVILLE, MD, August 4, 2009 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management company, today announced its financial results for the quarter en |
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| August 5, 2009 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 4, 2009 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jurisdiction o |
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| June 5, 2009 |
AMENDMENT TO HEALTHEXTRAS, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN Exhibit 99.2 Exhibit 99.2 AMENDMENT TO HEALTHEXTRAS, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN On June 1, 2004, the shareholders of HealthExtras, Inc. (the “Company”) approved the adoption of the Company’s 2004 Employee Stock Purchase Plan (the “Plan”), which authorized the issuance of up to 100,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), thereunder. On June |
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| June 5, 2009 |
Form S-8 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under the Securities Act of 1933 Catalyst Health Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 800 King Farm Boulevard R |
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| June 4, 2009 |
rrd219614247792.html POWER OF ATTORNEY I, William E. Brock, a Director on the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securitie |
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| June 3, 2009 |
POWER OF ATTORNEY I, Kenneth A. Samet, a Director on the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 193 |
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| June 3, 2009 |
rrd219566247775.html POWER OF ATTORNEY I, Edward S. Civera, Chairman of the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities |
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| June 3, 2009 |
rrd219627247810.html POWER OF ATTORNEY I, Dale B. Wolf, a Director on the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Ex |
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| June 3, 2009 |
rrd219617247799.html POWER OF ATTORNEY I, Michael R. McDonnell, a Director on the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Secur |
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| June 3, 2009 |
rrd219611247790.html POWER OF ATTORNEY I, Steven B. Epstein, a Director on the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securiti |
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| May 7, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 7, 2009 |
Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Catalyst Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2009 filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 U.S |
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| May 6, 2009 |
Form 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): May 5, 2009 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jurisdic |
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| May 6, 2009 |
Press Release Exhibit 99.1 Catalyst Health Solutions Reports First Quarter 2009 Results First Quarter Revenues Up 20% to $703 Million Net Income Increases 19% to $0.32 per Diluted Share - ROCKVILLE, MD, May 5, 2009 — Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management company, today announced its financial results for the quarter ended March 31, 2009. The Company reported |
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| April 24, 2009 |
Form 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): April 24, 2009 CATALYST HEALTH SOLUTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-31014 52-2181356 (State or Other Jurisdiction of Incorporation) ( |
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| April 24, 2009 |
Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 27, 2009 |
Exhibit 21.1 Exhibit 21.1 SUBSIDIARIES Name State of Incorporation Concept Pharmaceuticals, LLC Alabama SeniorScript, LLC Alabama R/Xx Pharmacy Solutions, Inc. Arizona First Rx Specialty and Mail Services, LLC. Delaware HealthExtras Benefits Administrator, Inc. Delaware HospiScript Services, LLC Delaware U.S. Scripts, Inc. Delaware Managed Healthcare Systems, Inc. Florida APS Benefits Corporation. |
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| February 25, 2009 |
Press Release Exhibit 99.1 Catalyst Reports Fourth Quarter and Year End Results 2008 Revenues Up 37% to $2.5 Billion Net Income Increases 28% to $1.16 per Diluted Share - ROCKVILLE, MD - February 24, 2009 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management company, announced its financial results for the fourth quarter and year ended December 31, 2008. For 2008, the Com |
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| February 25, 2009 |
Form 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): February 24, 2009 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Ju |
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| February 17, 2009 |
OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response………11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 3, 2008 |
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 3, 2008 CATALYST HEALTH SOLUTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-31014 52-2181356 (State or Other Jurisdiction of Incorporation) (Commiss |
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| December 3, 2008 |
Press Release Exhibit 99.1 Catalyst Health Solutions, Inc. Announces Retirement of Co-Founder Thomas L. Blair From the Board of Directors Rockville, MD – December 3, 2008 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI) announced today that Thomas L. Blair, the co-founder of CHSI (formerly HealthExtras, Inc.), is retiring from the Board of Directors effective December 31, 2008 in order to pursue p |
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| November 12, 2008 |
rrd199728225186.html POWER OF ATTORNEY I, Edward S. Civera, Chairman of the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities |
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| November 6, 2008 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CATALYST HEALTH SOLUTIONS, INC. Exhibit 3(i)(b) Exhibit 3(i)(b) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CATALYST HEALTH SOLUTIONS, INC. |
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| November 6, 2008 |
Exhibit 3(i)(a) Exhibit 3(i)(a) CERTIFICATE OF OWNERSHIP AND MERGER MERGING CATALYST HEALTH SOLUTIONS, INC. |
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| November 6, 2008 |
CATALYST HEALTH SOLUTIONS, INC. AMENDED & RESTATED BYLAWS (October 1, 2008) ARTICLE I - STOCKHOLDERS Exhibit 3(ii) Exhibit 3(ii) CATALYST HEALTH SOLUTIONS, INC. AMENDED & RESTATED BYLAWS (October 1, 2008) ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at s |
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| November 6, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 6, 2008 |
Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Catalyst Health Solutions, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2008 filed with the Securities and Exchange Commission (the “Report”), the undersigned hereby certify, pursuant to 18 |
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| November 5, 2008 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant To Section 13 or 15 of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 4, 2008 Commission File Number 0-31014 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 52-2181356 (State or other Jurisd |
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| November 5, 2008 |
Exhibit 99.1 - Press Release Exhibit 99.1 Catalyst Health Solutions Reports Third Quarter 2008 Results Third Quarter Revenues Up 31% to $653 Million Net Income Increases 29% to $0.29 per Diluted Share — ROCKVILLE, MD – November 4, 2008 – Catalyst Health Solutions, Inc. (NASDAQ: CHSI), a pharmacy benefit management company, today announced its financial results for the quarter ended September 30, 2 |
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| October 2, 2008 |
rrd197104222294.html POWER OF ATTORNEY I, David T. Blair, Chief Executive Officer of HealthExtras, Inc. (the "Company"), hereby authorize and designate Hai V. Tran or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934 with resp |
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| September 16, 2008 |
Amendment to Certificate of Incorporation Exhibit 3.1 EXHIBIT 3.1 Amendment to Certificate of Incorporation Effective October 1, 2008, Article First of the Company’s Certificate of Incorporation is amended to read in its entirety as follows: “FIRST: The name of the Corporation is Catalyst Health Solutions, Inc. (hereinafter sometimes referred to as the “Corporation”).” |
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| September 16, 2008 |
Exhibit 99.1 Exhibit 99.1 HealthExtras, Inc. Will Become Catalyst Health Solutions, Inc. New Name Will Capitalize on Catalyst Rx Brand Recognition ROCKVILLE, MD – September 16, 2008 – HealthExtras, Inc. (NASDAQ: HLEX) announced that it will change its name to Catalyst Health Solutions, Inc. after a unanimous vote by the board of directors on September 10, 2008. The change will become effective on |
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| September 16, 2008 |
Exhibit 3.2 EXHIBIT 3.2 Amendment to Bylaws Effective October 1, 2008, the Bylaws of the Company are amended by deleting the name “HEALTHEXTRAS, INC.” from the Heading and substituting therefor the name “Catalyst Health Solutions, Inc.”. |
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| September 16, 2008 |
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): September 15, 2008 HEALTHEXTRAS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-31014 52-2181356 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emp |
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| August 27, 2008 |
rrd194477219359.html POWER OF ATTORNEY I, Michael R. McDonnell, a Director on the Board of Directors of HealthExtras, Inc. (the "Company"), hereby authorize and designate David T. Blair, Hai V. Tran, or Bruce F. Metge, and each of them, as my agent and attorney-in-fact, with full power of substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Secur |
