SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 3, 2003
AmerisourceBergen Corporation
(Exact name of Registrant as specified in its charter)
Delaware 1-16671 23-3079390
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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1300 Morris Drive, Suite 100
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.)
Item 5. Other Events.
On January 3, 2003, AmerisourceBergen Corporation (the "Company") closed the
acquisition of Bridge Medical, Inc. ("Bridge Medical"), the leading provider of
barcode-enabled point-of-care (BPOC) software designed to reduce medication
errors and decrease costs in healthcare facilities. The acquisition includes
payment by the Company of a base purchase price of $27 million and contingent
payments of up to $55 million based on Bridge Medical achieving significant
earnings targets in calendar years 2003 and 2004.
The Company paid approximately 15% of the base purchase price in cash and issued
401,780 shares of its common stock to cover the payment of the balance of the
base purchase price.
The Company also expects to pay the future contingent amounts, if any, primarily
in shares of its common stock. Upon the closing of the acquisition, the Company
issued 401,780 additional shares of its common stock into an escrow account
established for possible contingent payments in the future. The ultimate number
of shares, if any, issued by the Company in payment of contingent amounts may
range from zero to a number greater than the number of shares that have been
issued into the escrow account and ultimately will depend (i) on whether the
applicable earnings targets are met in calendar years 2003 and 2004 by Bridge
Medical and (ii) if the applicable earnings targets are met, on the per share
trading price of the Company's common stock at the time the contingent amounts
become payable. The Company expects to retire any excess shares remaining in the
escrow account after the eventual completion of the contingent payment
determinations.
On January 6, 2003, the Company issued a news release announcing the closing of
its acquisition of Bridge Medical. A copy of the news release is filed as
Exhibit 99.1 to this report and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 News Release dated January 6, 2003
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: January 6, 2003 By: /s/ Michael D. DiCandilo
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Name: Michael D. DiCandilo
Title: Senior Vice President
and Chief Financial Officer