CATALYST HEALTH SOLUTIONS, INC.

Transcription

1 CATALYST HEALTH SOLUTIONS, INC. FORM 8-K (Current report filing) Filed 03/20/12 for the Period Ending 03/19/12 Address 800 KING FARM BOULEVARD ROCKVILLE, MD Telephone CIK SIC Code Insurance Agents, Brokers, and Service Industry Managed Healthcare Sector Healthcare Fiscal Year 12/31 Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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) March 19, 2012 CATALYST HEALTH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) Registrant s telephone number, including area code (301) Not applicable (Former name or former address, if changed since last report.) (IRS Employer Identification No.) 800 King Farm Boulevard Rockville, Maryland (Address of principal executive offices) (Zip Code) 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 7.01 Regulation FD Disclosure. On March 19, 2012, Cambia Health Solutions, Inc. ( Cambia ) and Catalyst Health Solutions, Inc. (the Company ) announced an agreement that establishes Catalyst Rx as the exclusive provider of pharmacy benefit management (PBM) services for Regence Rx, Inc., a subsidiary of Cambia. The agreement is expected to be effective May 1, 2012 and the initial term runs through December 31, 2017 with a four-year optional extension. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The Company is revising 2012 financial guidance to reflect the impact of the announced pharmacy benefit management agreement with Regence Rx, Inc. which is expected to be effective May 1, Company management expects 2012 revenues to range between $6.2 and $6.6 billion. It is also expected that upfront implementation and transition costs associated with Regence Rx will largely be offset by its earnings contributions during the balance of Accordingly, the Company is not revising its previously announced full year 2012 earnings per share guidance range. Transaction and implementation costs for the first quarter of 2012 are expected to be approximately $3.0 million and will be reflected in selling, general and administrative expenses. In addition to the PBM service agreement, Catalyst has entered into an agreement to purchase from Regence and its affiliates certain operating assets for $2.6 million. Forward Looking Statements: This Current Report on Form 8-K may contain certain forward-looking statements including, without limitation, statements concerning Catalyst Health Solutions, Inc. s (the Company, our, we or us ) operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The words believe, expect, anticipate, will, could, would, should, may, plan, estimate, intend, predict, potential, continue, and the negatives of these words and other similar expressions generally identify forward-looking statements. These forward-looking statements may include statements addressing our operations and our financial performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which, among other things, speak only as of their dates. These forward-looking statements are based largely on our current expectations and are based on a number of risks and uncertainties, including, without limitation, (i) general adverse economic conditions; (ii) changes in governmental laws and regulations; (iii) our ability to compete effectively in the pharmacy benefit management industry; (iv) our relationships with key clients, pharmacy network affiliations and various pharmaceutical manufacturers and rebate intermediaries; (v) changes in industry pricing benchmarks; (vi) uncertainties relating to the transition and integration of completed and future acquisitions and/or expansion opportunities; (vii) our current level of indebtedness and any future indebtedness we may incur; (viii) disruption in our operations; (ix) unanticipated changes in our ability to execute our growth strategy; (x) generic utilization levels; (xi) insufficient insurance coverage to cover costs associated with litigation; (xii) our ability to accurately estimate how much future revenue we will generate, as well as the level of implementation and transaction costs that we will incur, under newly commenced PBM agreements and other risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and quarterly reports on Form 10-Q. Actual results could differ materially from results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained in this Form 8-K will, in fact, occur. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this Report. Readers are urged to carefully review and consider the various disclosures made in our other filings with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business. 1

4 Item Financial Statements and Exhibits. (d) Exhibit No. Exhibits: Description 99.1 Press Release dated March 19,

5 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. CATALYST HEALTH SOLUTIONS, INC. Date: March 19, 2012 By: /s/ Timothy R. Pearson Name: Timothy R. Pearson Title: Chief Financial Officer 3

6 EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated March 19,

7 Exhibit 99.1 REGENCE RX AND CATALYST HEALTH SOLUTIONS ANNOUNCE PHARMACY BENEFIT MANAGEMENT AGREEMENT THROUGH 2017 Catalyst Rx to serve as exclusive provider of pharmacy benefits for Regence Rx; will establish Pharmacy Center of Excellence in Pacific Northwest FOR IMMEDIATE RELEASE PORTLAND, OR and ROCKVILLE, MD Mar 19, 2012 Regence Rx, Inc. and Catalyst Health Solutions, Inc., (NASDAQ: CHSI) today announced an agreement that establishes Catalyst Rx as the exclusive provider of pharmacy benefit management (PBM) services for Regence Rx. The agreement is expected to be effective May 1, 2012 and the initial term runs through December 31, 2017 with a four-year optional extension. Through this agreement, Regence Rx will carve out its operational functions, and transfer related people, technology, and internal client service assets to Catalyst for them to manage and operate. Regence Rx will continue to provide clinical and contracting support to its customers. Catalyst Rx is a full-service PBM that serves more than 18 million lives in the United States and Puerto Rico. This agreement will allow Regence Rx to leverage the scale and expertise of Catalyst Rx, one of the country s fastest growing PBMs, and its national provider network as the two organizations partner to deliver more efficient pharmacy benefit programs and better clinical outcomes for clients and individuals throughout the Pacific Northwest and Intermountain State Regions. Regence Rx currently provides PBM services for more than 1.2 million members of Regence Health Plans and provides related services to over 7.7 million members from other Blue Cross and Blue Shield and Medicaid plans. We are excited about the opportunity to partner with Regence Rx to deliver PBM services to their clients and members, said Catalyst Health Solutions President and Chief Operating Officer Rick Bates. Through this collaboration, Catalyst will work with Regence Rx to establish a pharmacy Center of Excellence in the Northwest that will help us serve an even greater number of employers, individuals and communities throughout the region. By joining forces, our companies will be able to fulfill our mutual goal of supporting an economically sustainable health care system, said President of Direct Health Solutions for Cambia Health Solutions, Inc., John W. Morgan. Additionally, as we leverage Catalyst s national provider network and contracting capabilities, investments in product development, and expanded sales and marketing resources, Regence Rx will be in a position to improve our efficiency, deliver enhanced service to our clients and leverage new opportunities to grow our business. Under the terms of the agreement, Catalyst will retain Regence Rx staff and provide Regence Rx with a full complement of PBM services, including: claims adjudication, member services, network administration, rebate contracting, mail and specialty drug management, data reporting and analytics, as well as client service and sales support.

8 Christopher Price of Broad Creek Partners, LLC was the strategic advisor to Regence Rx. About Catalyst Health Solutions, Inc. ( ): Catalyst Health Solutions, Inc., the fastest growing national PBM in the U.S., is built on strong, innovative principles in the management of prescription drug benefits and provides an unbiased, client-centered philosophy resulting in industry-leading client retention rates. The Company s subsidiaries include Catalyst Rx, a full-service pharmacy benefit manager (PBM) serving more than 18 million lives in the United States and Puerto Rico; HospiScript Services, LLC, one of the largest providers of PBM services to the hospice industry; FutureScripts, LLC, a full-service PBM serving approximately one million lives in the mid-atlantic region; and a fully integrated prescription mail service facility. The Company s clients include self-insured employers, including state and local governments, managed care organizations, unions, hospices, third-party administrators and individuals. About Regence Rx, Inc. The mission of Regence Rx is to ensure that members have affordable coverage for prescription medications. The company is distinguished by its focus on clinical evidence to build its formulary, and its focus on lowest net costs has helped reduce the cost of prescription medications for Regence Rx and their members. Regence Rx currently provides PBM services for more than 1.2 million members of Regence Health Plans. In addition, over 7.7 million members from other Blue Cross and Blue Shield and Medicaid plans trust Regence Rx to provide clinical and contracting support. Regence Rx, Inc. is part of the Cambia Health Solutions family of companies. Forward-Looking Statements This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of These statements involve a number of risks and uncertainties that might materially affect our results, particularly those risks referred to in our Annual Report on Form 10-K for the year ended December 31, 2011, under Item 1A. Risk Factors. Readers are urged to carefully review and consider the various disclosures made in our Annual Report on Form 10-K, our Forms 10-Q, and our other filings with the Securities and Exchange Commission that attempt to advise interested parties of the risks and uncertainties that may affect our business. Catalyst Health Solutions, Inc. does not undertake any obligation to update forward-looking statements, whether as a result of new information, future events, or other developments. ### Catalyst Media Contact: Christopher T. Burns Senior Vice President, Marketing cburns@chsi.com Catalyst Investor Relations Contact: Tim Pearson Chief Financial Officer investorrelations@chsi.com

9 Regence Rx Media Contact: Samantha Meese SOURCE: Catalyst Health Solutions, Inc. Regence Rx, Inc