8-KOther Events

Cencora, Inc. 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jul 3, 2007)

Filed July 3, 2007For Securities:COR

Summary

AmerisourceBergen Corporation (the Registrant) filed an 8-K on July 3, 2007, to report a temporary suspension of trading under its employee benefit plans. This suspension, known as a 'Blackout Period,' is a result of the planned spin-off of PharMerica Long-Term Care, which will combine its institutional pharmacy businesses with Kindred Healthcare, Inc. The expected closing date for this transaction has been revised to July 31, 2007, necessitating updated notices to plan participants. During the Blackout Period, which is anticipated to occur during the weeks of July 23, 2007, and August 6, 2007, and last no more than five business days, participants will be unable to direct or diversify assets within the AmerisourceBergen Corporation Stock Fund or the PharMerica Stock Fund, nor will they be able to obtain loans or distributions from the plans. Additionally, on July 3, 2007, the company issued a separate notice to its directors and executive officers regarding trading restrictions on company stock during this period, in compliance with Sarbanes-Oxley Act regulations.

Key Highlights

  • 1AmerisourceBergen Corporation announced a temporary suspension of trading in its employee benefit plans, termed a 'Blackout Period'.
  • 2The Blackout Period is necessitated by the planned spin-off of PharMerica Long-Term Care as part of a combination with Kindred Healthcare, Inc.'s institutional pharmacy businesses.
  • 3The expected closing date for the spin-off transaction has been updated to July 31, 2007.
  • 4During the Blackout Period, plan participants cannot direct or diversify assets in specific stock funds or obtain loans/distributions.
  • 5The Blackout Period is expected to last no more than five business days, likely occurring between the weeks of July 23, 2007, and August 6, 2007.
  • 6Directors and executive officers are also subject to trading restrictions on AmerisourceBergen common stock during the Blackout Period, as per Sarbanes-Oxley Act requirements.

Frequently Asked Questions

The temporary suspension, or 'Blackout Period,' is due to the planned spin-off of PharMerica Long-Term Care and the subsequent combination of institutional pharmacy businesses with Kindred Healthcare, Inc. This corporate restructuring requires adjustments to the employee benefit plans.

The Blackout Period is anticipated to begin during the week of July 23, 2007, and end during the week of August 6, 2007. It is not expected to last longer than five business days.

During the Blackout Period, participants will not be able to direct or diversify assets held within the AmerisourceBergen Corporation Stock Fund or the PharMerica Stock Fund. Additionally, they will be unable to obtain loans or distributions from these plans.

Yes, AmerisourceBergen's directors and executive officers are prohibited from purchasing, selling, or transferring shares of the Registrant's common stock (including derivative securities) acquired through their service or employment during the Blackout Period. This is a requirement of the Sarbanes-Oxley Act of 2002.