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)

Registrant’s 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 Company’s 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 Company’s 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 Company’s 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

     
  Exhibit No.   Document



3.2   Amended and Restated By-laws of CVS Corporation