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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 7, 2000
AdvancePCS
(formerly known as Advance Paradigm, Inc.)
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21447 75-2493381
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5215 North O'Connor Boulevard, Suite 1600, Irving, Texas 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (469) 420-6000
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Item 5. Other Events.
Advance Paradigm, Inc. (the "Company") held its 2000 Annual Meeting of
Stockholders on December 7, 2000. Detailed information regarding the proposals
considered by the stockholders is contained in the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Securities and Exchange Commission on
November 6, 2000. At the meeting, the stockholders considered and approved the
proposals described below.
1. David A. George, Jeffrey R. Jay and Jean-Pierre Millon were elected to
serve as directors until the Company's Annual Meeting of Stockholders
in 2003 by the following vote:
David A. George Jeffrey R. Jay Jean-Pierre Millon
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For: 27,078,072 27,158,182 27,078,734
Withheld: 295,705 215,595 295,043
2. The Company's certificate of incorporation was amended and restated to
change the Company's name to "AdvancePCS," create classes of common
stock to be denominated Class A, Class B-1 and Class B-2, reclassify
the existing common stock as Class A Common Stock, increase the number
of authorized shares of common stock and change the governance
structure of the board of directors. A copy of the Second Amended and
Restated Certificate of Incorporation is attached hereto as Exhibit
99.1. This proposal was approved by the following vote:
For: 24,925,711
Against: 156,657
Abstention: 20,723
3. The issuance of shares of Class B-1 Common Stock and Class B-2 Common
Stock upon conversion of Series A Preferred Stock recently issued by
the Company in connection with its acquisition of PCS Holding
Corporation was approved by the following vote:
For: 24,334,320
Against: 703,994
Abstention: 64,777
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4. The Company's Amended and Restated Incentive Stock Option Plan was
amended to increase the number of shares available for issuance from
6,718,000 to 9,718,000 by the following vote:
For: 16,688,374
Against: 8,339,909
Abstention: 74,808
5. The selection of Arthur Andersen, LLP as the Company's independent
auditors for the fiscal year ending March 31, 2001 was ratified by the
following vote:
For: 26,021,589
Against: 1,342,726
Abstention: 9,462
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits.
The following Exhibits are filed herewith:
Exhibit No. Exhibit
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99.1 Second Amended and Restated Certificate of
Incorporation.
[SIGNATURE PAGE TO FOLLOW]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCEPCS
Date: December 8, 2000 By: /s/ David D. Halbert
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Name: David D. Halbert
Title: Chairman of the Board and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Second Amended and Restated Certificate of
Incorporation.
