Form 8-K

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): August 25, 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 8.01. Other Events.

 

On August 25, 2005, AmerisourceBergen Corporation (the “Registrant”) issued a news release announcing the commencement of a cash tender offer for its senior notes, the completion of which is conditioned, among other things, on the execution of financing for the cash tender price. The Registrant also announced that its Board of Directors has authorized, subject to completion of the refinancing of its senior notes, an increase in the amount available under its current share repurchase program by approximately $394 million. A copy of the news release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

99.1    News Release dated August 25, 2005

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: August 25, 2005   By:  

/s/ Michael D. DiCandilo

    Name:   Michael D. DiCandilo
    Title:   Executive Vice President and Chief Financial Officer