8-KOther Events

Cencora, Inc. 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jun 1, 2007)

Filed June 1, 2007For Securities:COR

Summary

AmerisourceBergen Corporation (now Cencora, Inc.) filed an 8-K on June 1, 2007, to report a temporary suspension of trading under its employee benefit plans, often referred to as a "Blackout Period." This suspension was a direct consequence of the company's planned spin-off and combination of its institutional pharmacy businesses with Kindred Healthcare, Inc. into a new entity, which would be named PharMerica Corporation. During this specific period, participants in the AmerisourceBergen Corporation Employee Investment Plan would not be able to direct or diversify assets within the AmerisourceBergen Corporation Stock Fund or the newly formed PharMerica Stock Fund, nor could they obtain loans or distributions. Furthermore, the filing details a separate trading restriction for the company's directors and executive officers, which also commenced around the same time. This restriction, mandated by the Sarbanes-Oxley Act, prohibits these individuals from buying, selling, or otherwise transferring AmerisourceBergen Corporation's common stock or related derivative securities acquired through their roles. Investors should note that these events are related to a significant corporate restructuring and the creation of a new public entity, impacting employee and executive trading activities.

Key Highlights

  • 1AmerisourceBergen Corporation is undergoing a spin-off of its institutional pharmacy businesses in conjunction with Kindred Healthcare, Inc., forming a new company named PharMerica Corporation.
  • 2A "Blackout Period" will affect participants of the AmerisourceBergen Corporation Employee Investment Plan.
  • 3During the Blackout Period, plan participants cannot direct or diversify assets in the AmerisourceBergen Corporation Stock Fund or the PharMerica Stock Fund.
  • 4Loans or distributions from the Plan will also be temporarily unavailable to participants during the Blackout Period.
  • 5The Blackout Period for plan participants is expected to last no longer than 5 business days, commencing the week of June 25, 2007, and ending the week of July 2, 2007, though actual dates depend on the transaction closing.
  • 6Directors and executive officers are subject to a separate trading restriction on AmerisourceBergen Corporation stock, as required by Sarbanes-Oxley Act Section 306(a).
  • 7Information regarding the Blackout Period and associated trading restrictions can be obtained by contacting the company's Senior Vice President, General Counsel and Secretary.

Frequently Asked Questions

The "Blackout Period" is a temporary suspension of trading rights for participants in the AmerisourceBergen Corporation Employee Investment Plan. During this period, participants cannot make investment decisions, diversify assets, or request loans or distributions from the plan. It is implemented due to changes in the plan related to the spin-off of the institutional pharmacy business.

The Blackout Period is necessary because AmerisourceBergen Corporation is spinning off its institutional pharmacy businesses to combine them with Kindred Healthcare, Inc. into a new publicly traded company called PharMerica Corporation. This significant corporate restructuring requires temporary restrictions on plan operations and trading to ensure a smooth transition and compliance with regulations.

Yes, directors and executive officers of AmerisourceBergen Corporation are subject to a separate trading restriction. This restriction, mandated by the Sarbanes-Oxley Act, prohibits them from buying, selling, or transferring company stock and related derivative securities acquired through their employment or service during the Blackout Period and for a period thereafter.

The Blackout Period was expected to begin during the week of June 25, 2007, and end during the week of July 2, 2007. The company stated it was not expected to last longer than 5 business days. The actual start and end dates were contingent on the closing of the institutional pharmacy business transaction.