SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, D.C. 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): February 2, 2007 |
CVS CORPORATION |
(Exact Name of Registrant |
as Specified in Charter) |
Delaware |
(State or Other Jurisdiction of Incorporation) |
001-01011 | 050494040 | |
(Commission File Number) | (IRS Employer Identification No.) | |
One CVS Drive | ||
Woonsocket, Rhode Island | 02895 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (401) 765-1500
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): |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year
The Board of Directors (the Board) of CVS Corporation (the Company) approved and adopted the following amendments to the Companys by-laws (the By-laws), effective February 2, 2007:
Attached hereto as Exhibit 3.2 and incorporated by reference herein is a copy of the Companys Amended and Restated By-laws, effective as of February 2, 2007, reflecting the foregoing amendments.
After giving effect to (and without modifying) the amendments described above, additional amendments to the By-laws are to be effected in connection with, and conditioned upon the consummation of, the Companys merger transaction with Caremark Rx., Inc. Such additional amendments to the By-laws and the merger transaction are described in the joint proxy statement/prospectus for the merger dated January 19, 2007.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits | |
Exhibit No. | Document | |
3.2 | Amended and Restated By-laws of CVS Corporation | |
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.
CVS CORPORATION | |||||
Date: | February 2, 2007 | By: | /s/ Douglas A. Sgarro | ||
Name: | Douglas A. Sgarro | ||||
Title: | Executive Vice President and Chief | ||||
Legal Officer |
EXHIBIT INDEX |
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Exhibit No. | Document | |
3.2 | Amended and Restated By-laws of CVS Corporation | |