UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 7, 2005
AmerisourceBergen Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 1-16671 | 23-3079390 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
Commission File Number | (I.R.S. Employer Identification Number) |
| 1300 Morris Drive Chesterbrook, PA |
19087 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 727-7000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On September 7, 2005, AmerisourceBergen Corporation (the “Registrant”) issued a news release announcing its intention to issue under Rule 144A and Regulation S $500 million of senior notes due 2015 and $400 million of senior notes due 2012 (the “Notes”). A copy of the news release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
In addition, in connection with the Registrant’s proposed issuance of the Notes, the Registrant expects to disclose to prospective purchasers certain information that has not been previously publicly reported. A copy of such information is attached as Exhibit 99.2 to this report and incorporated herein by reference.
In accordance with general instruction B.2 of Form 8-K, the information in this report is “filed” and shall not be deemed to be “furnished” for the purposes of the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 News Release dated September 7, 2005
99.2 Certain information which may be disclosed to prospective purchases of the Notes not previously publicly reported.
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.
| AMERISOURCEBERGEN CORPORATION | ||||
| Date: September 7, 2005 |
By: |
/s/ Michael D. DiCandilo | ||
| Name: |
Michael D. DiCandilo | |||
| Title: |
Executive Vice President | |||
| and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | AmerisourceBergen Corporation Press Release, dated September 7, 2005 | |
| 99.2 | Certain information which may be disclosed to prospective purchasers of the Notes not previously publicly reported. | |