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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 11, 1997
PHARMERICA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-20606 11-2310352
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(State or other (Commission File (Employer
jurisdiction of Number) Identification
incorporation) Number)
3611 Queen Palm Drive Tampa, FL 33619
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(Address of principal executive offices)
(813) 626-7788
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(Registrant's telephone number, including area code)
CAPSTONE PHARMACY SERVICES, INC.
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(Former name or former address,
if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
PharMerica, Inc., formerly known as Capstone Pharmacy Services, Inc.
(the "Registrant") reports the following information, which the Registrant deems
of importance to its security holders:
On December 3, 1997, pursuant to an Agreement and Plan of Merger dated
April 15, 1997 (the "Merger Agreement"), by and between Beverly Enterprises,
Inc., a Delaware corporation ("Beverly"), and Capstone, whereby Beverly, whose
sole remaining business consisted of the institutional pharmacy business
conducted through its wholly-owned subsidiary Pharmacy Corporation of America,
merged with and into the Registrant. Based on the closing price of registrant's
Common Stock, par value $.01 per share, on such rate, the transaction is valued
at approximately $840 million, including 50 million shares of Registrant's
Common Stock and assumption of $275 million in debt. The assumed debt was paid
off using funds from a new prime credit facility that closed simultaneously with
the Merger.
ITEM 5. OTHER EVENTS.
Pursuant to the Merger Agreement, the Registrant's name was changed
from Capstone Pharmacy Services, Inc. to PharMerica, Inc., effective December 3,
1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) It is impracticable to provide the required financial
statements of the merged business described in Item 2 and pro forma financial
information at this time. Such information will be filed within 60 days.
(c) Exhibits. The exhibits filed as a part of this Report are listed
in the Index to Exhibits immediately following the signature page.
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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 thereunto duly authorized.
PHARMERICA, INC.
By: /s/ James Shelton
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James Shelton
Executive Vice-President, Chief
Financial Officer and Secretary
Date: December 5, 1997
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EXHIBIT INDEX
Exhibit No.
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2.1 Merger Agreement, incorporated by reference on the Registrant's
Form S-4, dated June 4, 1997.
3.1 Certificate of Amendment to Certificate of Incorporation of Capstone
Pharmacy Services, Inc.
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
PHARMERICA, INC.
PharMerica, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:
The amendment to the Corporation's Certificate of Incorporation set
forth in the following resolution approved by the Corporation's Board of
Directors and Stockholders was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by striking Section 1 of Article Fourth in its entirety and
replacing therefor the following:
1. The maximum number of shares of stock which the Corporation
shall have the authority to issue is three hundred million
(300,000,000) shares of Common Stock having a par value of $0.01 per
share, which shares shall not be subject to any preemptive rights, and
five hundred thousand (500,000) shares of preferred stock having a par
value of $0.01 per share.
FURTHER RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by adding Section 6 to Article Eighth, setting
forth the following:
6. Notwithstanding any other provisions of this Certificate of
Incorporation or the Bylaws of the Corporation, and not withstanding
the fact that some lesser percentage may be specified by law, special
meetings of the shareholders, may be called only by a majority of the
board of directors or by the holders of not less than twenty-five
percent (25%) of all the shares entitled to vote at such meeting, the
place of said meetings shall be designated by the directors, and the
business transacted at special meetings of the shareholders of the
corporation shall be confined to the business stated in the notice
given to the shareholders.
FURTHER RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by adding Section 5 to Article Ninth, setting
forth the following:
5. The Board of Directors shall be divided into three classes,
designated Class 1, Class 2 and Class 3. Each class shall consist, as
nearly as may be possible, of one-third of the number of directors
constituting the Board of Directors. The term of office for Class 1
directors will first expire at the first annual meeting of stockholders
next following the date of adoption of this resolution; the term of
office of Class 2 directors will first expire at the second annual
meeting of stockholders next following the date of adoption of this
resolution; and the term of office of Class 3 directors will first
expire at the third annual meeting of stockholders next following the
date of adoption of this resolution, and in each case until their
successors are duly elected and qualified. At each annual meeting of
stockholders commencing with the first annual meeting of stockholders
next following the date of adoption of this resolution, successors to
the class of
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directors whose terms expire at the annual meeting of stockholders
shall be elected by stockholders for a three-year term and until their
successors are duly elected and qualified. Except as otherwise provided
herein or in the Bylaws, increases in the size of the Board of
Directors shall be distributed among the classes so as to render the
class as nearly equal in size as practicable. Whenever the holders of
preferred stock issued pursuant to this Certificate of Incorporation or
the resolution or resolutions adopted by a majority of the Board of
Directors then in office providing for the issue of shares of preferred
stock shall have the right, voting as a separate class, to elect
directors, the election, term of office, filling of vacancies and other
terms of such directorships shall be governed by the terms of this
Certificate of Incorporation or such resolution or resolutions, as the
case may be, and such directorships shall not be divided into serial
classes or otherwise subject to this Section 5 unless expressly so
provided therein.
The foregoing amendments were adopted by the Corporation's Board of
Directors on November 20, 1997 and Stockholders on November 20, 1997.
This Certificate of Amendment is filed by authority of the duly elected
Board of Directors and Stockholders in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by
the Corporation's authorized officers this 3rd day of December, 1997.
PHARMERICA, INC.
/s/ JAMES D. SHELTON
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James D. Shelton
Executive Vice President, Chief
Financial Officer and Secretary
ATTEST:
/s/ ROBERT DELLAVALLE
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Robert DellaValle, Executive
Vice President
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