Mga Batayang Estadistika
| CIK | 1363851 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 3, 2015 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-52073 CATAMARAN CORPORATION (Exact name of registrant as specifie |
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| July 23, 2015 |
POSASR As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
OPTUMRX, CATAMARAN COMPLETE COMBINATION EX-99.1 Exhibit 99.1 For Immediate Release OPTUMRX, CATAMARAN COMPLETE COMBINATION Schaumburg, IL (July 23, 2015) ? Catamaran Corporation [NASDAQ: CTRX, TSX: CCT] announced that Optum completed its acquisition of Catamaran effective earlier today. Under the terms of the agreement, all of the shares of Catamaran were acquired for $61.50 per share in cash, with all Catamaran shares expected to be de |
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| July 23, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
Form 8-K UNITED STATES 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): July 23, 2015 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or othe |
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| July 23, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
POSASR As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 23, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on July 23, 2015 Registration No. |
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| July 15, 2015 |
Tony Perkins Tel: (312) 261-7805 EX 99.1 Acquisition Approval NEWS RELEASE For Immediate Release CATAMARAN SHAREHOLDERS APPROVE ACQUISITION BY UNITEDHEALTH GROUP Schaumburg, IL (July 14, 2015) - Catamaran Corporation [NASDAQ: CTRX, TSX: CCT] announced that at a special meeting of its shareholders held earlier today, Catamaran shareholders approved the previously announced arrangement agreement and plan of arrangement providing fo |
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| July 15, 2015 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 2015 Special Meeting 8k UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 2, 2015 |
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): July 2, 2015 CATAMARAN CORPORATION (Exact Name of Registrant as Specified in Charter) Yukon Territory, Canada (State or Other Jurisdiction of Incorporation) 000-52073 98-0167449 (Commission File Number) (IRS Employer Identification No. |
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| July 2, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| June 18, 2015 |
CTRX 2015 HSR Approval 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 8, 2015 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 2, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| May 15, 2015 |
CTRX EX3.1 2015 Annual Meeting 8k Exhibit 3.1 Amended and Restated Bylaws of Catamaran Corporation (a Yukon Territory Corporation) (as amended and in effect as of May 12, 2015) A Bylaw Relating Generally to the Transaction of the Business and Affairs of Catamaran Corporation Section One INTERPRETATION 1.1 Definitions . In the bylaws of the Corporation, unless the context otherwise requires: ?Act? |
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| May 15, 2015 |
2015 Annual Meeting 8k UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 11, 2015 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 4, 2015 |
10-Q 1 ctrxq110q3312015.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . C |
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| May 4, 2015 |
AMENDMENT NO. 5 TO CREDIT AGREEMENT EX-10.2 3 ctrxex1022015q1.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 5 TO CREDIT AGREEMENT This Amendment No. 5 to Credit Agreement (this “Amendment”) is entered into as of April 1, 2015 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the “Borrower”), JPMorgan Chase Bank, N. A., individ |
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| May 4, 2015 |
Amendment No. 4 to the Catamaran Corp. 2007 Employee Stock Purchase Plan Exhibit 10.1 Amendment No. 4 to the Catamaran Corp. 2007 Employee Stock Purchase Plan WHEREAS, Catamaran Corporation (the “Company”) has adopted and maintains the Catamaran Corp. 2007 Employee Stock Purchase Plan (the “Plan”); and WHEREAS, the Board of Directors of the Company desires to amend the Plan as set forth herein. NOW, THEREFORE, pursuant to Section 15.2 of the Plan, the Plan is hereby am |
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| April 30, 2015 |
CATAMARAN CORPORATION ANNOUNCES STRONG FIRST QUARTER FINANCIAL RESULTS CTRX.EX99.1 2015 Q1 Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES STRONG FIRST QUARTER FINANCIAL RESULTS Schaumburg, Illinois, April 30, 2015 - Catamaran Corporation (?Catamaran? or the ?Company?) (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (?PBM?) services and technology, announces its financial results for the three months ended March 31, 2015 . On March 29, 2015, |
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| April 30, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Q1 2015 press release 8k UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 15, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| April 15, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| April 6, 2015 |
DEFA41A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| April 1, 2015 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro |
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| March 31, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 31, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 31, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
Form 8-K UNITED STATES 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): March 29, 2015 CATAMARAN CORPORATION (Exact name of registrant as specified in charter) 000-52073 (Commission File Number) Yukon Territory, Canada 98-0167449 (State or Other |
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| March 30, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION UNITEDHEALTH GROUP INCORPORATED and 1031387 B.C. UNLIMITED LIABILITY COMPANY and CATAMARAN CORPORATION ARRANGEMENT AGREEMENT March 29, 2015 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1 Defined Terms 1 Section 1.2 Certain Rules of Interpretation 17 ARTICLE 2 THE ARRANGEMENT Section 2.1 Arrangement 18 Section 2.2 Interim Order 18 Section 2.3 The Company |
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| March 30, 2015 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant x Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release CATAMARAN AND OPTUMRX TO COMBINE Clients and individuals will benefit from enhanced services and cost trend management; combined organization expects to fulfill more than one billion scripts Combining OptumRx?s unique medical synchronization, information capabilities with Catamaran?s technology leadership and flexible services will advance in |
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| March 30, 2015 |
EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release CATAMARAN AND OPTUMRX TO COMBINE Clients and individuals will benefit from enhanced services and cost trend management; combined organization expects to fulfill more than one billion scripts Combining OptumRx?s unique medical synchronization, information capabilities with Catamaran?s technology leadership and flexible services will advance in |
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| March 30, 2015 |
Form 8-K UNITED STATES 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): March 29, 2015 CATAMARAN CORPORATION (Exact name of registrant as specified in charter) 000-52073 (Commission File Number) Yukon Territory, Canada 98-0167449 (State or Other |
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| March 30, 2015 |
DEFA14A 1 d899197ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 30, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION UNITEDHEALTH GROUP INCORPORATED and 1031387 B.C. UNLIMITED LIABILITY COMPANY and CATAMARAN CORPORATION ARRANGEMENT AGREEMENT March 29, 2015 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1 Defined Terms 1 Section 1.2 Certain Rules of Interpretation 17 ARTICLE 2 THE ARRANGEMENT Section 2.1 Arrangement 18 Section 2.2 Interim Order 18 Section 2.3 The Company |
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| March 30, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? |
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| March 27, 2015 |
Final Proxy Statement 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 23, 2015 |
CTRX / / VANGUARD GROUP INC Passive Investment catamarancorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0)* Name of issuer: Catamaran Corp Title of Class of Securities: Common Stock CUSIP Number: 148887102 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to desig |
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| March 16, 2015 |
Proxy Statement 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 2, 2015 |
Exhibit 21.1 List of Subsidiaries Entity Name Domestic Jurisdiction AssuranceRx, LLC Alabama BriovaRx of Georgia, LLC Alabama BriovaRx of Hawaii, LLC Hawaii BriovaRx of Indiana, LLC Indiana BriovaRx of Louisiana, LLC Louisiana BriovaRx of Maine, Inc. Maine BriovaRx of Massachusetts, LLC Massachusetts BriovaRx of Nevada, LLC Nevada BriovaRx, LLC Alabama Catamaran Discount Card Services, LLC Delawar |
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| March 2, 2015 |
Exhibit 3.2 Amended and Restated Bylaws of Catamaran Corporation (a Yukon Territory Corporation) (as amended and in effect as of October 30, 2014) A Bylaw Relating Generally to the Transaction of the Business and Affairs of Catamaran Corporation Section One INTERPRETATION 1.1 Definitions. In the bylaws of the Corporation, unless the context otherwise requires: “Act” means the Yukon Business Corpor |
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| March 2, 2015 |
Exhibit 12.1 Catamaran Corporation Ratio of Earnings to Fixed Charges (dollars in thousands) 2014 2013 2012 2011 2010 Earnings: Income before income taxes $ 507,908 $ 402,142 $ 190,337 $ 138,294 $ 97,556 Less non-controlling interest (1) (58,780 ) (36,569 ) (4,363 ) — — Add fixed charges: Interest expense (2) 55,468 39,116 25,847 1,904 1,362 Interest portion of consolidated rent expense (3) 11,990 |
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| March 2, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CATAMARAN CORPORATION (Exact name of registrant as specifie |
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| February 26, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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 26, 2015 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jur |
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| February 26, 2015 |
Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES RECORD FINANCIAL RESULTS FOR 2014 CATAMARAN TO ACQUIRE HEALTHCARE SOLUTIONS, INC. Schaumburg, Illinois, February 26, 2015 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX) (TSX: CCT), a leading provider of pharmacy benefit management (“PBM”) services and technology, announces its financial results for the three-month and twelve-month |
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| October 31, 2014 |
Exhibit 31.1 CERTIFICATION I, Mark Thierer, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Catamaran Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading wi |
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| October 31, 2014 |
AMENDMENT NO. 4 TO CREDIT AGREEMENT Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT This Amendment No. 4 to Credit Agreement (this ?Amendment?) is entered into as of October 28, 2014 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the ?Borrower?), JPMorgan Chase Bank, N. A., individually and as administrative agent (the ? |
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| October 31, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52 |
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| October 30, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): October 30, 2014 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other juri |
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| October 30, 2014 |
CATAMARAN CORPORATION ANNOUNCES STRONG THIRD QUARTER FINANCIAL RESULTS Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES STRONG THIRD QUARTER FINANCIAL RESULTS Schaumburg, Illinois, October 30, 2014 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (“PBM”) services and technology, announces its financial results for the three and nine months ended September 30, 2014. Q3 2014 Highlights • Reve |
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| August 1, 2014 |
CATAMARAN CORPORATION THIRD AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (Amended on March 5, 2014) Exhibit 10.2 CATAMARAN CORPORATION THIRD AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (Amended on March 5, 2014) Catamaran Corporation, a corporation existing under the laws of the Yukon Territory of Canada (the ?Company?), hereby establishes and adopts the following Third Amended and Restated Long-Term Incentive Plan (the ?Plan?), effective March 5, 2014 which amends and restates that certain Lo |
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| August 1, 2014 |
UNITED STATES 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): August 1, 2014 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jurisd |
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| August 1, 2014 |
CATAMARAN CORPORATION ANNOUNCES STRONG SECOND QUARTER FINANCIAL RESULTS Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES STRONG SECOND QUARTER FINANCIAL RESULTS Schaumburg, Illinois, August 1, 2014 - Catamaran Corporation (?Catamaran? or the ?Company?) (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (?PBM?) services and technology, announces its financial results for the three and six months ended June 30, 2014. Q2 2014 Highlights ? Revenue inc |
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| August 1, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52073 C |
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| May 15, 2014 |
EX-10.1 2 ctrxex1012014annualmeeting.htm EXHIBIT Exhibit 10.1 AMENDED AND RESTATED CATAMARAN CORPORATION INCENTIVE PLAN CATAMARAN CORPORATION INCENTIVE PLAN (Amended March 5, 2014) I. Purposes The purposes of the Catamaran Corporation Incentive Plan (the “Plan”) are to retain and motivate the officers and other employees of Catamaran Corporation and its subsidiaries who have been designated by the |
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| May 15, 2014 |
UNITED STATES 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): May 13, 2014 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jurisdic |
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| May 2, 2014 |
Catamaran Corporation RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.5 Catamaran Corporation RESTRICTED STOCK UNIT AWARD AGREEMENT ###VESTSCHEDULETABLE### Catamaran Corporation, a corporation existing under the laws of the Yukon Territory of Canada (the ?Company?), hereby grants ###PARTICIPANTNAME### (the ?Employee?) as of ###GRANTDATE### (the ?Grant Date?), pursuant to Section 9 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amende |
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| May 2, 2014 |
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER This Amendment No. 3 to Credit Agreement and Waiver (this ?Amendment?) is entered into as of March 7, 2014 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the ?Borrower?), JPMorgan Chase Bank, N. A., individually and as administ |
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| May 2, 2014 |
Catamaran Corporation PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.6 Catamaran Corporation PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Catamaran Corporation, a corporation existing under the laws of the Yukon Territory of Canada (the ?Company?), hereby grants ###PARTICIPANTNAME### (the ?Employee?) as of ###GRANTDATE### (the ?Grant Date?), pursuant to Section 10 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (th |
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| May 2, 2014 |
Exhibit 10.7 Catamaran Corporation STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT dated as of ###GRANTDATE### BETWEEN: Catamaran Corporation, a corporation incorporated under the laws of the Yukon Territory, Canada, (hereinafter called the “Corporation”) - and - ###PARTICIPANTNAME### (hereinafter called the “Optionee”), as follows: ###VESTSCHEDULETABLE### 1) Pursuant to the Catalyst Health Sol |
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| May 2, 2014 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52073 |
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| May 2, 2014 |
Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), effective as of the date that the last signatory to the Agreement signs below, is entered into by and between Michael Shapiro ("Employee") and SXC Health Solutions, Inc., (collectively, the "Company"). RECITALS A. The Company wishes to employ Employee, and Employee wishes to be employed by the Company, as its Senior Vice Pr |
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| May 1, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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): May 1, 2014 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jurisdict |
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| May 1, 2014 |
CATAMARAN CORPORATION ANNOUNCES STRONG FIRST QUARTER FINANCIAL RESULTS Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES STRONG FIRST QUARTER FINANCIAL RESULTS Schaumburg, Illinois, May 1, 2014 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (“PBM”) services and technology, announces its financial results for the three-month period ended March 31, 2014. Q1 2014 Highlights • Revenue increase |
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| April 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| March 24, 2014 |
Exhibit 99.1 Catamaran Announces Executive Appointments Jeff Park Promoted EVP, Operations, and Mike Shapiro Promoted to SVP & CFO SCHAUMBURG, Ill., March 24, 2014 - Catamaran Corp. (NASDAQ: CTRX, TSX: CCT), a leading provider of technology and pharmacy benefit management (PBM) services, today announced two executive appointments; Jeff Park has been promoted to the newly-created position of Execut |
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| March 24, 2014 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is effective as of the 20th day of March, 2014, by and between Mark Thierer (“Executive”) and Catamaran Corporation (formerly SXC Health Solutions Corporation) and its subsidiary, Catamaran LLC (formerly SXC Health Solutions, Inc.) (collectively, the “Company”). RECITALS A. Executive and the Company executed an employment ag |
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| March 24, 2014 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is effective as of the 20th day of March, 2014, by and between Jeffrey G. Park ("Executive") and Catamaran Corporation (formerly SXC Health Solutions Corporation) and its subsidiary, Catamaran LLC (formerly SXC Health Solutions, Inc.) (collectively, the “Company”). RECITALS A. Executive and the Company executed an employment |
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| March 24, 2014 |
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): March 20, 2014 CATAMARAN CORPORATION (Exact Name of Registrant as Specified in Charter) Yukon Territory, Canada (State or Other Jurisdiction of Incorporation) 000-52073 98-0167449 (Commission File Number) (IRS Employer Identification No. |
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| March 12, 2014 |
EX-5.5 Exhibit 5.5 Merrill’s Wharf 254 Commercial Street Portland, ME 04101 PH 207.791.1100 FX 207.791.1350 pierceatwood.com March 12, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, IL 60173-6800 Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 Ladies and Gentlemen: We have acted as special counsel to BriovaRx of Maine, Inc., a Maine corporation (“BriovaRx”) and are furn |
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| March 12, 2014 |
EX-4.2 3 d691940dex42.htm EX-4.2 Exhibit 4.2 EXECUTION VERSION CATAMARAN CORPORATION as Issuer, the Guarantors party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of March 12, 2014 Supplemental to Indenture Dated as of March 6, 2014 4.75% Senior Notes due 2021 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION S |
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| March 12, 2014 |
EX-12.1 Exhibit 12.1 Catamaran Corporation Ratios of Earnings to Fixed Charges (dollars in thousands) Earnings: 2013 Pro-forma adjustments (4) Pro-forma Calculation Income before income taxes $ 402,142 $ (18,320 ) $ 383,822.00 Less non-controlling interest (1) (36,569 ) — (36,569 ) Add fixed charges: Interest expense (2) 39,116 18,320 57,436 Interest portion of consolidated rent expense (3) 11,766 |
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| March 12, 2014 |
EX-5.3 Exhibit 5.3 March 12, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Alabama counsel to BriovaRx, LLC, an Alabama limited liability company (the “Alabama Guarantor”), in connection with the Alabama Guarantor’s guarantee, along with other guarantors under the Indenture (as |
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| March 12, 2014 |
EX-5.6 Exhibit 5.6 LIONEL SAWYER & COLLINS ATTORNEYS AT LAW SAMUEL S. LIONEL GRANT SAWYER (1918-1996) JON R. COLLINS (1923-1987) RICHARD H. BRYAN JEFFREY P. ZUCKER PAUL R. HEJMANOWSKI ROBERT D. FAISS A. WILLIAM MAUPIN DAVID N. FREDERICK RODNEY M. JEAN TODD TOUTON LYNDA S. MABRY MARK H. GOLDSTEIN KIRBY J. SMITH COLLEEN A. DOLAN JENNIFER A. SMITH DAN R. REASER PAUL E. LARSEN ALLEN J. WILT LYNN S. FU |
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| March 12, 2014 |
EX-1.1 Exhibit 1.1 Catamaran Corporation UNDERWRITING AGREEMENT dated March 7, 2014 Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch Canada Inc. Underwriting Agreement March 7, 2014 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MERRILL LYNCH CANADA INC. As Representatives of the several Underwriters c/o MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New Yor |
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| March 12, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K UNITED STATES 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): March 7, 2014 CATAMARAN CORPORATION (Exact name of Registrant as specified in charter) Yukon Territory, Canada 000-52073 98-0167449 (State or Other Jurisdiction of Incorporation) |
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| March 12, 2014 |
EX-5.7 Exhibit 5.7 Phone: (215) 569-5500 Fax: (215) 569-5555 Email: www.blankrome.com March 12, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to Catamaran PBM of Pennsylvania, LLC, a Pennsylvania limited liability company (the “Pennsylvania Guarantor”), in connection wit |
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| March 12, 2014 |
EX-5.4 Exhibit 5.4 ELVINGER, HOSS & PRUSSEN AVOCATS A LA COUR Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Luxembourg, 12 March 2014 O/Ref.: PP/201400306 Re: Catamaran Corporation. Registration Statement on Form S-3. Ladies and Gentlemen, (1) We have acted as Luxembourg legal advisers to Catamaran Corporation, with main offices at 1600 McConnor Parkway Schaumburg, Il |
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| March 12, 2014 |
EX-5.8 Exhibit 5.8 Reinhart Boerner Van Deuren s.c. P.O. Box 2965 Milwaukee, WI 53201-2965 1000 North Water Street Suite 1700 Milwaukee, WI 53202 Telephone: 414-298-1000 Facsimile: 414-298-8097 reinhartlaw.com March 12, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Ladies and Gentlemen: We have acted as local Wisconsin counsel to RESTAT, LLC, a Wisconsin limited |
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| March 10, 2014 |
424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 4. |
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| March 7, 2014 |
FWP 1 d686044dfwp.htm FWP Filed pursuant to Rule 433 Dated March 7, 2014 Relating to Preliminary Prospectus Supplement dated March 6, 2014 to Prospectus dated March 6, 2014 Registration Statement No. 333-194350 Catamaran Corporation Pricing Term Sheet March 7, 2014 $500,000,000 4.75% Senior Notes Due 2021 Issuer: Catamaran Corporation Security Type: Senior Unsecured Notes Principal Amount: $500,00 |
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| March 6, 2014 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders Catamaran Corporation: We have audited the accompanying consolidated balance sheets of Catamaran Corporation and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity for |
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| March 6, 2014 |
CATAMARAN CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.4 CATAMARAN CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The unaudited pro forma combined statements of operations for the year ended December 31, 2013 give effect to the acquisition (the "Restat Acquisition") of Restat, LLC ("Restat") by a wholly owned subsidiary of Catamaran Corporation ("Catamaran") and related financing transactions, as if they had occurred on Janua |
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| March 6, 2014 |
Exhibit 5.8 Reinhart Boerner Van Deuren s.c. P.O. Box 2965 Milwaukee, WI 53201-2965 1000 North Water Street Suite 1700 Milwaukee, WI 53202 Telephone: 414-298-1000 Facsimile: 414-298-8097 reinhartlaw.com March 6, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Ladies and Gentlemen: We have acted as local Wisconsin counsel to RESTAT, LLC, a Wisconsin limited liabilit |
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| March 6, 2014 |
EX-5.4 Exhibit 5.4 ELVINGER, HOSS & PRUSSEN AVOCATS A LA COUR Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Luxembourg, 6 March 2014 O/Ref.: PP/201400306 Re: Catamaran Corporation. Registration Statement on Form S-3. Ladies and Gentlemen, (1) We have acted as Luxembourg legal advisers to Catamaran Corporation, with main offices at 1600 McConnor Parkway Schaumburg, Ill |
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| March 6, 2014 |
EX-5.5 Exhibit 5.5 Merrill’s Wharf 254 Commercial Street Portland, ME 04101 PH 207.791.1100 FX 207.791.1350 pierceatwood.com March 6, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, IL 60173-6800 Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 Ladies and Gentlemen: We have acted as special counsel to BriovaRx of Maine, Inc., a Maine corporation (“BriovaRx”) and are furni |
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| March 6, 2014 |
Subject to Completion Preliminary Prospectus Supplement dated March 6, 2014 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-194350 The information in this preliminary prospectus supplement is not complete and may be changed. We are not using this preliminary prospectus supplement or the accompanying prospectus to offer to sell these securities or to solicit offers to buy these securities in any place where the offer or sale is not permitted. |
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| March 6, 2014 |
Exhibit 99.3 Restat, LLC Unaudited Interim Financial Statements For the Nine Months ended September 30, 2013 and 2012 Restat, LLC September 30, 2013 TABLE OF CONTENTS Interim Financial Statements (Unaudited) Page Balance Sheets as of September 30, 2013 and December 31, 2012 3 Statements of Operations for the Nine Months Ended September 30, 2013 and 2012 4 Statements of The F. Dohmen Co.’s invested |
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| March 6, 2014 |
EX-25.1 Exhibit 25.1 File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its char |
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| March 6, 2014 |
EX-12.1 Exhibit 12.1 Catamaran Corporation Ratios of Earnings to Fixed Charges (dollars in thousands) 2013 2012 2011 2010 2009 Earnings: Income before income taxes $ 402,142 $ 190,337 $ 138,294 $ 97,556 $ 68,085 Less non-controlling interest (1) (36,569 ) (4,363 ) — — — Add fixed charges: Interest expense (2) 39,116 25,847 1,904 1,362 5,399 Interest portion of consolidated rent expense (3) 11,766 |
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| March 6, 2014 |
Restat, LLC (A Wholly Owned Subsidiary of The F. Dohmen Co.) Exhibit 99.2 Restat, LLC (A Wholly Owned Subsidiary of The F. Dohmen Co.) Financial Statements Years Ended December 31, 2012 and 2011 Restat, LLC (A Wholly Owned Subsidiary of The F. Dohmen Co.) Contents Independent Auditor's Report 3 Financial Statements Balance Sheets 4-5 Statements of Operations 6 Statements of The F. Dohmen Co.’s Invested Equity 7 Statements of Cash Flows 8 Notes to Financial |
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| March 6, 2014 |
EX-5.7 Exhibit 5.7 March 6, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special counsel to Catamaran PBM of Pennsylvania, LLC, a Pennsylvania limited liability company (the “Pennsylvania Guarantor”), and are furnishing this opinion letter in connection with the registration statement |
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| March 6, 2014 |
EX-5.6 Exhibit 5.6 LIONEL SAWYER & COLLINS ATTORNEYS AT LAW SAMUEL S. LIONEL GRANT SAWYER (1918-1996) JON R. COLLINS (1923-1987) RICHARD H. BRYAN JEFFREY P. ZUCKER PAUL R. HEJMANOWSKI ROBERT D. FAISS A. WILLIAM MAUPIN DAVID N. FREDERICK RODNEY M. JEAN TODD TOUTON FRED D. “PETE” GIBSON, III CHARLES H. McCREA JR. GREGORY E. SMITH MALANI L. KOTCHKA LESLIE BRYAN HART CRAIG E. ETEM TODD E. KENNEDY MATT |
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| March 6, 2014 |
EX-5.3 Exhibit 5.3 March 6, 2014 Catamaran Corporation 1600 McConnor Parkway Schaumburg, Illinois 60173-6801 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Alabama counsel to BriovaRx, LLC, an Alabama limited liability company (the “Alabama Guarantor”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) being filed on the |
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| March 6, 2014 |
FORM S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 6, 2014 Registration No. |
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| March 6, 2014 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES 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): March 6, 2014 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jurisdi |
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| March 6, 2014 |
EX-4.1 Exhibit 4.1 Catamaran Corporation and Wilmington Trust, National Association, as Trustee INDENTURE Dated as of March 6, 2014 CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (b)(1) 7.10 311 (a) 7.11 (b) 7.11 312 (a) 2.06 (b) 11.03 (c) 11.03 313 (a) 7.06 (b) 7.06 (c) 7.06 (d) 7.06 314 (a) 4.04 (b) N.A. (c)(1) 11.04 ( |
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| March 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CATAMARAN CORPORATION (Exact name of registrant as specifie |
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| March 3, 2014 |
CATAMARAN CORPORATION OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN (Effective March 1, 2014) CATAMARAN CORPORATION OUTSIDE DIRECTORS DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page ARTICLE I ESTABLISHMENT AND PURPOSE 1 1. |
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| March 3, 2014 |
Exhibit 12.1 Catamaran Corporation Ratio of Earnings to Fixed Charges (dollars in thousands) 2013 2012 2011 2010 2009 Earnings: Income before income taxes $ 402,142 $ 190,337 $ 138,294 $ 97,556 $ 68,085 Less non-controlling interest (1) (36,569 ) (4,363 ) — — — Add fixed charges: Interest expense (2) 39,116 25,847 1,904 1,362 5,399 Interest portion of consolidated rent expense (3) 11,766 5,715 2,1 |
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| March 3, 2014 |
Exhibit 21.1 List of Subsidiaries Entity Name Domestic Jurisdiction AssuranceRx, LLC Alabama Atlantic Prescription Services, LLC Nebraska Bayou State Pharmacy, LLC Louisiana BriovaRx of Georgia, LLC Alabama BriovaRx of Hawaii, LLC Hawaii BriovaRx of Indiana, LLC Indiana BriovaRx of Louisiana, LLC Louisiana BriovaRx of Maine, Inc. Maine BriovaRx of Massachusetts, LLC Massachusetts BriovaRx of Nevad |
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| February 27, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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 27, 2014 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jur |
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| February 27, 2014 |
Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES RECORD FINANCIAL RESULTS FOR 2013 Catamaran posts record yearly and quarterly results for revenue, net income and EBITDA Provides initial 2014 guidance Schaumburg, Illinois, February 27, 2014 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX) (TSX: CCT), a leading provider of pharmacy benefit management (“PBM”) services and technology |
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| February 13, 2014 |
CTRX / / PRICE T ROWE ASSOCIATES INC /MD/ - CTRX AS OF 12/31/2013 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* CATAMARAN CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 148887102 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is f |
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| November 29, 2013 |
Exhibit 99.3 Restat, LLC Unaudited Interim Financial Statements For the Nine Months ended September 30, 2013 and 2012 Restat, LLC September 30, 2013 TABLE OF CONTENTS Interim Financial Statements (Unaudited) Page Balance Sheets as of September 30, 2013 and December 31, 2012 3 Statements of Operations for the Nine Months Ended September 30, 2013 and 2012 4 Statements of The F. Dohmen Co.’s invested |
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| November 29, 2013 |
Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in charter) 000-52073 (Commission File Number) Yukon Territory, Canada 98-0167449 (State or Other Jurisd |
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| November 29, 2013 |
(A Wholly Owned Subsidiary of The F. Dohmen Co.) EX-99.2 3 ex992restat12-31x12audited.htm EXHIBIT Exhibit 99.2 Restat, LLC (A Wholly Owned Subsidiary of The F. Dohmen Co.) Financial Statements Years Ended December 31, 2012 and 2011 Restat, LLC (A Wholly Owned Subsidiary of The F. Dohmen Co.) Contents Independent Auditor's Report 3 Financial Statements Balance Sheets 4-5 Statements of Operations 6 Statements of The F. Dohmen Co.’s Invested Equity |
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| November 29, 2013 |
CATAMARAN CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.4 CATAMARAN CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The unaudited pro forma combined statements of operations for the nine months ended September 30, 2013 and for the year ended December 31, 2012 give effect to the acquisition (the "Restat Acquisition") of Restat, LLC ("Restat") by a wholly owned subsidiary of Catamaran Corporation ("Catamaran") and related financi |
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| November 1, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52 |
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| October 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): October 31, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other juri |
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| October 31, 2013 |
Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES RECORD THIRD QUARTER FINANCIAL RESULTS Catamaran posts record quarterly results for revenue, net income and EBITDA Revises EPS guidance upward Schaumburg, Illinois, October 31, 2013 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (“PBM”) services and technology, announces |
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| October 4, 2013 |
UNITED STATES 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): October 1, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in charter) 000-52073 (Commission File Number) Yukon Territory, Canada 98-0167449 (State or Other Jurisdic |
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| October 4, 2013 |
Catamaran Completes Acquisition of RESTAT EX-99.1 3 exhibit991restatpressrelea.htm EXHIBIT Exhibit 99.1 Catamaran Completes Acquisition of RESTAT SCHAUMBURG, Ill., October 1, 2013 – Catamaran Corp. (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (PBM) services and technology, announced today the completion, effective as of October 1, 2013, of its previously disclosed acquisition of RESTAT, LLC (“RESTAT”), for a |
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| October 4, 2013 |
Exhibit 2.1 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF JULY 31, 2013 BY AND BETWEEN CATAMARAN LLC (“Buyer”) AND THE F. DOHMEN CO. (“Dohmen”) TABLE OF CONTENTS Page Article I PURCHASE AND SALE OF MEMBERSHIP INTERESTS 1 1.1 Agreement to Purchase and Sell Membership Interests. 1 1.2 Purchase Price. 1 1.3 Closing Date Balance Sheet; Determination of Indebtedness and Working C |
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| August 2, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52073 C |
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| August 2, 2013 |
Entry into a Material Definitive Agreement UNITED STATES 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): August 2, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jurisd |
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| August 1, 2013 |
Exhibit 99.1 CATAMARAN CORPORATION ANNOUNCES RECORD SECOND QUARTER FINANCIAL RESULTS Revenue reaches record level of $3.4 billion for the quarter Quarterly Net Income of $63.4 million and EBITDA of $158.1 million reach all time highs Lisle, Illinois, August 1, 2013 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (“P |
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| August 1, 2013 |
Catamaran to Acquire Restat Catamaran increases its size and scale with the acquisition of privately-held Restat, LLC LISLE, IL. |
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| August 1, 2013 |
UNITED STATES 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): August 1, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 98-0167449 (State or other jurisd |
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| July 10, 2013 |
CTRX / / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CATAMARAN CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 148887102 (CUSIP Number) June 30, 2013 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed |
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| June 10, 2013 |
Exhibit 99.1 NEWS RELEASE Contact: Ted Detrick, Cigna Investor Relations - (215) 761-1414 Matt Asensio, Cigna Media Relations - (860) 226-2599 Tony Perkins, Catamaran Investor Relations - (312) 261-7805 CIGNA RETAINS AND BUILDS ON SUCCESS OF PHARMACY BUSINESS DELIVERING MARKET-LEADING VALUE TO CUSTOMERS ◦ Cigna and Catamaran announce ten-year agreement to enhance pharmacy solutions for Cigna's Pha |
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| June 10, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 ascension8k.htm 8-K UNITED STATES 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): June 10, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-25785 |
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| June 7, 2013 |
UNITED STATES 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): June 3, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other jurisdic |
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| June 7, 2013 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as of June 3, 2013 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the “Borrower”), JPMorgan Chase Bank, N. A., individually and as administrative agent (the “Administrative Agent”), and the oth |
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| May 17, 2013 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES 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): May 14, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other jurisdic |
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| May 3, 2013 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52073 |
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| May 2, 2013 |
EX-99.1 2 ctrxex9912013q1.htm EXHIBIT Exhibit 99.1 Catamaran Corporation Announces Strong First Quarter Financial Results -Revenue of $3.2 billion increases 88% versus Q1 2012- -Record Quarterly Net Income of $51.4 million- Lisle, Illinois, May 2, 2013 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX, TSX: CCT), a leading provider of pharmacy benefit management (“PBM”) services |
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| May 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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): May 2, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other jurisdict |
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| April 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin |
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| March 1, 2013 |
THIRD AMENDMENT TO THE JEFFREY G. PARK EMPLOYMENT AGREEMENT EXHIBIT 10.29 THIRD AMENDMENT TO THE JEFFREY G. PARK EMPLOYMENT AGREEMENT WHEREAS, Jeffrey G. Park (the ?Executive?) and Catamaran Corporation (formerly SXC Health Solutions Corporation) and its subsidiary, Catamaran Inc. (formerly SXC Health Solution, Inc.) (collectively, the ?Company?) executed an employment agreement (?Agreement?) effective as of June 30, 2008, as amended by the First Amendment |
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| March 1, 2013 |
Unaudited consolidated financial statements Table of Contents Exhibit 99.2 CATALYST HEALTH SOLUTIONS, INC. and Subsidiaries Consolidated Condensed Financial Statements (Unaudited) For the Six Months ended June 30, 2012 and 2011 Table of Contents CATALYST HEALTH SOLUTIONS, INC. and Subsidiaries Second Quarter 2012 TABLE OF CONTENTS Page Financial Statements (Unaudited) Consolidated Condensed Balanc |
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| March 1, 2013 |
Form of Indenture relating to the registrants senior debt securities. EXHIBIT 4.1 CATAMARAN CORPORATION SENIOR DEBT SECURITIES INDENTURE Dated as of , Trustee i CATAMARAN CORPORATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of Trust Indenture Act Section Indenture Section §310 (a)(1) 607(a) (a)(2) 607(a) (b) 608 §312 (c) 701 §314 (a 703 (a)(4) 1004 (c)(1) |
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| March 1, 2013 |
EX-99.1 Exhibit 99.1 Consolidated financial statements of Catalyst Health Solutions, Inc. Years Ended December 31, 2011, 2010 and 2009 With Report of Independent Registered Public Accounting Firm Page (1) Financial Statements Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2011 and 2010 3 Consolidated Statements of Operations for the years e |
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| March 1, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES 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): March 1, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or othe |
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| March 1, 2013 |
Exhibit 21.1 List of Subsidiaries Entity Name Domestic Jurisdiction AssuranceRx, LLC Alabama Bayou State Pharmacy, LLC Louisiana BriovaRx of Georgia, LLC Alabama BriovaRx of Hawaii, LLC Hawaii BriovaRx of Maine, Inc. Maine BriovaRx of Massachusetts, LLC Massachusetts BriovaRx of Nevada, LLC Nevada BriovaRx, LLC Alabama Catalyst Plan Services, Inc. Michigan Catamaran Access, LLC Colorado Catamaran |
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| March 1, 2013 |
CATAMARAN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT Exhibit 99.3 CATAMARAN CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT The unaudited pro forma condensed combined income statement for the year ended December 31, 2012 gives effect to the merger (the “Merger”) between a wholly owned subsidiary of Catamaran Corporation (“Catamaran” or the “Company”) and Catalyst Health Solutions (“Catalyst”) as if it had occurred on January 1, 2 |
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| March 1, 2013 |
10-K 1 ctrx10k123112.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CATAMARAN CORPORATION (Exact |
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| March 1, 2013 |
THIRD AMENDMENT TO THE MARK THIERER EMPLOYMENT AGREEMENT EXHIBIT 10.25 THIRD AMENDMENT TO THE MARK THIERER EMPLOYMENT AGREEMENT WHEREAS, Mark Thierer (the ?Executive?) and Catamaran Corporation (formerly SXC Health Solutions Corporation) and its subsidiary, Catamaran Inc. (formerly SXC Health Solution, Inc.) (collectively, the ?Company?) executed an employment agreement (?Agreement?) effective as of June 30, 2008, as amended by the First Amendment there |
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| March 1, 2013 |
Form S-3 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2013 Registration No. |
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| March 1, 2013 |
Exhibit 12.1 Catamaran Corporation Ratio of Earnings to Fixed Charges (dollars in thousands) 2012 2011 2010 2009 2008 Earnings: Income before income taxes $ 190,337 $ 138,294 $ 97,556 $ 68,085 $ 20,304 Add fixed charges: Interest expense (1) 25,847 1,904 1,362 5,399 4,140 Interest portion of consolidated rent expense (2) 5,715 2,140 1,896 2,179 1,773 Adjusted earnings $ 221,899 $ 142,338 $ 100,814 |
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| March 1, 2013 |
Form of Indenture relating to the registrants subordinated debt securities. EXHIBIT 4.2 CATAMARAN CORPORATION SUBORDINATED DEBT SECURITIES INDENTURE Dated as of , Trustee i CATAMARAN CORPORATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of Trust Indenture Act Section Indenture Section §310 (a)(1) 607(a) (a)(2) 607(a) (b) 608 §312 (c) 701 §314 (a) 703 (a)(4) |
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| March 1, 2013 |
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE Exhibit 10.38 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release (?Agreement?) is entered into by and between Richard A. Bates (?Bates?), an individual, on the one hand, and Catamaran Inc., a Texas corporation with its principal place of business in Illinois, on behalf of itself and all of its subsidiaries and affiliates (the ?Company?) |
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| March 1, 2013 |
Statement of computation of ratio of earnings to fixed charges. Exhibit 12.1 Catamaran Corporation Ratio of Earnings to Fixed Charges (dollars in thousands) 2012 2011 2010 2009 2008 Earnings: Income before income taxes $ 190,337 $ 138,294 $ 97,556 $ 68,085 $ 20,304 Add fixed charges: Interest expense (1) 25,847 1,904 1,362 5,399 4,140 Interest portion of consolidated rent expense (2) 5,715 2,140 1 |
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| March 1, 2013 |
Exhibit 4.1 |
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| February 28, 2013 |
EX-99.1 Exhibit 99.1 Catamaran Corporation Announces Record Setting Results for 2012 -Record setting year reaches $9.9 billion in revenue and $116.7 million in net income- -Quarterly revenue of $3.3 billion and EBITDA of $146.6 million reach all time highs- -2013 Revenue and EPS (fully-diluted) expected to grow 45% and 74%- Lisle, Illinois, February 28, 2013—Catamaran Corporation (“Catamaran” or t |
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| February 28, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K UNITED STATES 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 28, 2013 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or |
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| February 14, 2013 |
CTRX / / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Catamaran Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 148887102 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 12, 2013 |
CTRX / / PRICE T ROWE ASSOCIATES INC /MD/ - CTRX AS OF 12/31/12 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CATAMARAN CORP (FORMALLY KNOWN AS SXC HEALTH SOLUTIONS CORP) (Name of Issuer) COMMON STOCK (Title of Class of Securities) 148887102 (FORMER CUSIP: 78505P100) (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the ap |
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| December 14, 2012 |
UNITED STATES 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): December 10, 2012 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other jur |
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| November 2, 2012 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.16 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement (this ?Amendment?) is entered into as of October 24, 2012 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the ?Borrower?), JPMorgan Chase Bank, N. A., individually and as administrative agent (the ?Administrative Ag |
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| November 2, 2012 |
Amendment No. 3 to the Catamaran Corp. 2007 Employee Stock Purchase Plan Exhibit 10.15 Amendment No. 3 to the Catamaran Corp. 2007 Employee Stock Purchase Plan WHEREAS, Catamaran Corp. (the ?Company?) has adopted the 2007 Employee Stock Purchase Plan, as amended (the ?Plan?); and WHEREAS, the Board of Directors of the Company desires to amend the Plan as set forth herein. NOW, THEREFORE, pursuant to Section 15.2 of the Plan, the Plan hereby is amended as follows: 1. Ef |
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| November 2, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52 |
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| November 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES 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): November 1, 2012 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other juri |
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| November 1, 2012 |
Exhibit 99.1 Catamaran Corporation Announces Record Third Quarter Financial Results -Record Quarterly EBITDA of $103.2 million; Revises EPS guidance upward- - Significant progress in the integration of Catalyst with Q3 revenue surpassing $3 billion Lisle, Illinois, November 1, 2012 - Catamaran Corporation (formerly known as SXC Health Solutions Corp.) (“Catamaran” or the “Company”) (NASDAQ: CTRX, |
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| September 10, 2012 |
September 10, 2012 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Jim Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission Re: SXC Health Solutions Corp Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 24, 2012 File No. 000-52073 On August 8, 201 |
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| September 6, 2012 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES 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): September 6, 2012 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other jur |
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| September 6, 2012 |
CATAMARAN CORPORATION announces TWO-FOR-ONE STOCK SPLIT Ex 99.1 CATAMARAN CORPORATION announces TWO-FOR-ONE STOCK SPLIT Lisle, Illinois, September 6, 2012 - Catamaran Corporation (“Catamaran” or the “Company”) (NASDAQ: CTRX, TSX: CCT), a leading provider of technology and pharmacy benefit management (“PBM”) services, announced today that its board of directors has declared a nominal dividend on the issued and outstanding common shares of the Company to |
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| August 9, 2012 |
August 9, 2012 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention : Mr. Jim Rosenberg Senior Assistant Chief Accountant U.S. Securities and Exchange Commission Re: SXC Health Solutions Corp Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 24, 2012 File No. 000-52073 Catamaran Corporati |
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| August 3, 2012 |
Exhibit 3.1 YUKON BUSINESS CORPORATIONS ACT (Sections 30 and 179) Form 5-01 ARTICLES OF AMENDMENT 1. Name of Corporation: Corporate Access Number: 32368 SXC HEALTH SOLUTIONS CORP. 2. The Articles of the above-named Corporation were amended pursuant to a Court order: Yes No XX 3. The Articles of Incorporation are amended as follows: 1. Name of Corporation The name of the Corporation is changed from |
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| August 3, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52073 C |
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| August 3, 2012 |
Exhibit 3.2 Amended and Restated Bylaws of Catamaran Corporation (a Yukon Territory Corporation) (as amended and in effect as of July 3, 2012) A Bylaw Relating Generally to the Transaction of the Business and Affairs of Catamaran Corporation Section One INTERPRETATION 1.1 Definitions. In the bylaws of the Corporation, unless the context otherwise requires: “Act” means the Yukon Business Corporatio |
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| August 1, 2012 |
Catamaran Corporation Exhibit 99.1 Catamaran Corporation Announces Record Second Quarter Financial Results - Quarterly net income of $27.3 million and EBITDA of $58.6 million reach record levels - - Q2 revenue of $1.7 billion increases 40% compared to prior year - - 2012 guidance updated to reflect merger with Catalyst - Lisle, Illinois, August 1, 2012 - Catamaran Corporation (formerly known as SX |
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| August 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - UNITED STATES 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): August 1, 2012 CATAMARAN CORPORATION (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other jurisd |
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| July 10, 2012 |
As filed with the Securities and Exchange Commission on July 9, 2012 Registration No. |
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| July 10, 2012 |
AMENDMENT TO THE 2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN Exhibit 4.6 AMENDMENT TO THE 2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN WHEREAS, Catalyst Health Solutions, Inc. (“Catalyst”) previously adopted and maintained the 2003 HealthExtras, Inc. Equity Incentive Plan (the “Plan”); WHEREAS, on July 2, 2012, Catamaran I Corp., a wholly-owned subsidiary of SXC Health Solutions Corp. (the “Company”) was merged with and into Catalyst (the “Merger”), with C |
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| July 10, 2012 |
AMENDMENT TO THE CATALYST HEALTH SOLUTIONS, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED Exhibit 4.8 AMENDMENT TO THE CATALYST HEALTH SOLUTIONS, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED WHEREAS, Catalyst Health Solutions, Inc. (“Catalyst”) previously adopted and maintained the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”); WHEREAS, on July 2, 2012, Catamaran I Corp., a wholly-owned subsidiary of SXC Health Solutions Corp. (the “Company”) was merg |
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| July 6, 2012 |
SXC HEALTH SOLUTIONS CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.10 Exhibit 10.10 SXC HEALTH SOLUTIONS CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT SXC Health Solutions Corp., a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants NAME (the “Employee”) as of GRANT DATE (the “Grant Date”), pursuant to Section 9 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “ |
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| July 6, 2012 |
EX-10.4 Exhibit 10.4 EXECUTION VERSION PLEDGE AGREEMENT PLEDGE AGREEMENT (this “Agreement”), dated as of July 2, 2012, is among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory (the “Borrower”), SXC Health Solutions, Inc., a Texas corporation (“SXC Health”), informedRx, Inc., a Delaware corporation (“informedRx”), Catalyst Health Solutions, Inc., a Delaware |
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| July 6, 2012 |
EX-10.14 Exhibit 10.14 July 2, 2012 Richard A. Bates: As we have discussed, SXC Health Solutions, Inc. (the “Company”) would like to retain you in the capacity of Executive Vice President, Market Segments, reporting directly to Mark Thierer. To reflect our commitment to the Company’s ongoing relationship with you, following the consummation of our strategic business combination transaction (the “T |
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| July 6, 2012 |
EX-10.3 Exhibit 10.3 EXECUTION VERSION SECURITY AGREEMENT SECURITY AGREEMENT (“Agreement”) dated as of July 2, 2012 among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (the “Borrower”), SXC Health Solutions, Inc., a Texas corporation (“SXC Health”), informedRx, Inc., a Delaware corporation (“informedRx”), Catalyst Health Solutions, Inc., a Delawa |
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| July 6, 2012 |
Exhibit 10.2 EXECUTION VERSION SUBSIDIARY GUARANTY This SUBSIDIARY GUARANTY dated as of July 2, 2012 (this “Guaranty”) is made by each of the Persons that is a signatory hereto (individually a “Guarantor” and collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below, for t |
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| July 6, 2012 |
AMENDMENT TO THE 2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN EX-10.6 Exhibit 10.6 AMENDMENT TO THE 2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN WHEREAS, Catalyst Health Solutions, Inc. (“Catalyst”) previously adopted and maintained the 2003 HealthExtras, Inc. Equity Incentive Plan (the “Plan”); WHEREAS, on July 2, 2012, Catamaran I Corp., a wholly-owned subsidiary of SXC Health Solutions Corp. (the “Company”) was merged with and into Catalyst (the “Merger” |
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| July 6, 2012 |
AMENDMENT TO SXC HEALTH SOLUTIONS CORP. LONG-TERM INCENTIVE PLAN EX-10.11 Exhibit 10.11 AMENDMENT TO SXC HEALTH SOLUTIONS CORP. LONG-TERM INCENTIVE PLAN The first sentence of Section 3.1 is hereby deleted in its entirety and replaced with the following: “Subject to adjustment as provided in this Section 3.1 and in Section 12.4, a total of 6,440,000 Shares shall be authorized for issuance pursuant to Awards granted under the Plan.” |
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| July 6, 2012 |
As filed with the Securities and Exchange Commission on July 6, 2012 Registration No. |
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| July 6, 2012 |
8-K UNITED STATES 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): July 2, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Yukon Territory, Canada 000-52073 75-2578509 (State or other jurisdiction of incorpo |
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| July 6, 2012 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION $1,800,000,000 CREDIT AGREEMENT dated as of July 2, 2012 among SXC HEALTH SOLUTIONS CORP., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK, as Co-Syndication Agents FIFTH THIRD BANK, PNC BANK, NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as Co-Documentati |
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| July 6, 2012 |
AMENDMENT TO THE CATALYST HEALTH SOLUTIONS, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED EX-10.8 Exhibit 10.8 AMENDMENT TO THE CATALYST HEALTH SOLUTIONS, INC. 2006 STOCK INCENTIVE PLAN, AS AMENDED WHEREAS, Catalyst Health Solutions, Inc. (“Catalyst”) previously adopted and maintained the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”); WHEREAS, on July 2, 2012, Catamaran I Corp., a wholly-owned subsidiary of SXC Health Solutions Corp. (the “Company”) |
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| July 6, 2012 |
SXC HEALTH SOLUTIONS CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.9 SXC HEALTH SOLUTIONS CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT SXC Health Solutions Corp., a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants NAME (the “Employee”) as of DATE (the “Grant Date”), pursuant to Section 9 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”), a restricted stock unit aw |
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| July 3, 2012 |
FORM S-8 POS As filed with the Securities and Exchange Commission on July 3, 2012 Registration No. |
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| June 29, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K UNITED STATES 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): June 29, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or |
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| June 29, 2012 |
Form 8-K UNITED STATES 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): June 29, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or |
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| June 29, 2012 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Amendment”), by and among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“Parent”), SXC Health Solutions, Inc., a Texas corporation and a direct wholly-owned subsidiary of Parent (“US Corp.”), Catamaran I Corp., a Dela |
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| June 29, 2012 |
AMENDMENT TO AGREEMENT AND PLAN OF MERGER EX-2.1 Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Amendment”), by and among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“Parent”), SXC Health Solutions, Inc., a Texas corporation and a direct wholly-owned subsidiary of Parent (“US Corp.”), Catamaran I Corp., |
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| June 25, 2012 |
Form 8-K UNITED STATES 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): June 25, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or |
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| June 25, 2012 |
Form 8-K UNITED STATES 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): June 25, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or |
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| June 1, 2012 |
S-4/A Table of Contents As filed with the Securities and Exchange Commission on June 1, 2012 Registration No. |
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| June 1, 2012 |
[Letterhead of Goldman, Sachs & Co.] EX99.5 Exhibit 99.5 [Letterhead of Goldman, Sachs & Co.] June 1, 2012 Board of Directors Catalyst Health Solutions, Inc. 800 King Farm Boulevard, Rockville, MD 20850 Re: Registration Statement on Form S-4 of Catalyst Health Solutions, Inc., filed June 1, 2012 (the “Registration Statement”) Gentlemen: Reference is made to our opinion letter, dated April 17, 2012 (“Opinion Letter”), with respect to |
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| June 1, 2012 |
SEC correspondence SXC HEALTH SOLUTIONS CORP. 2441 Warrenville Road, Suite 610 Lisle, IL 60532-3642 June 1, 2012 VIA EDGAR Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: SXC Health Solutions Corp. Registration Statement on Form S-4 (File No. 333-181189) Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, SXC Health |
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| June 1, 2012 |
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-181189 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Stockholders: SXC Health Solutions Corp. (“SXC”) and Catalyst Health Solutions, Inc. (“Catalyst”) have entered into a merger agreement, dated April 17, 2012, pursuant to which Catalyst will merge with a wholly-owned subsidiary of SXC, subject to approval of SXC’s sharehol |
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| June 1, 2012 |
EX-99.2 Exhibit 99.2 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on June 3, 2012. Have your GOLD Proxy Card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY |
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| May 30, 2012 |
EX-99.2 Exhibit 99.2 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time on June 3, 2012. Have your GOLD Proxy Card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY |
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| May 30, 2012 |
EX-8.4 Exhibit 8.4 Stikeman Elliott LLP Barristers & Solicitors 5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9 Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com May 30, 2012 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 Ladies and Gentlemen: Re: Catalyst Health Solutions (the “Company”) We act as Canadian counsel to the Company in conne |
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| May 30, 2012 |
[Letterhead of Goldman, Sachs & Co.] EX-99.5 Exhibit 99.5 [Letterhead of Goldman, Sachs & Co.] May 30, 2012 Board of Directors Catalyst Health Solutions, Inc. 800 King Farm Boulevard, Rockville, MD 20850 Re: Registration Statement on Form S-4 of Catalyst Health Solutions, Inc., filed May 30, 2012 (the “Registration Statement”) Gentlemen: Reference is made to our opinion letter, dated April 17, 2012 (“Opinion Letter”), with respect to |
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| May 30, 2012 |
CONSENT OF J.P. MORGAN SECURITIES LLC EX-99.3 Exhibit 99.3 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 17, 2012 to the Board of Directors of SXC Health Solutions Corp. (the “Company”) included in Annex C to the Joint Proxy Statement/Prospectus relating to the proposed merger of Catamaran I Corp., an indirect wholly-owned subsidiary of the Company, and Catalyst Health Solutio |
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| May 30, 2012 |
S-4/A Table of Contents As filed with the Securities and Exchange Commission on May 30, 2012 Registration No. |
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| May 30, 2012 |
CONSENT OF BARCLAYS CAPITAL INC. EX-99.4 Exhibit 99.4 745 Seventh Avenue New York, NY 10019 United States May 30, 2012 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated April 17, 2012, to the Board of Directors of SXC Health Solutions Corp. (the “Company”), as an Annex to the joint prospectus/proxy statement that forms a part of the Registration Statement on Form S-4 of the Compa |
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| May 30, 2012 |
EX-8.3 Exhibit 8.3 Heenan Blaikie Of Counsel The Right Honourable Pierre Elliott Trudeau, P.C., C.C., C.H., Q.C., FRSC (1984 - 2000) The Right Honourable Jean Chrétien, P.C., C.C., O.M., Q.C. The Honourable Donald J. Johnston, P.C., O.C., Q.C. Pierre Marc Johnson, G.O.Q., FRSC The Honourable Michel Bastarache, C.C. The Honourable René Dussault, O.C., O.Q., FRSC, Ad. E. The Honourable John W. Morde |
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| May 30, 2012 |
Exhibit 99.1 SXC HEALTH SOLUTIONS CORP. 2441 WARRENVILLE ROAD, STE 610 LISLE, IL 60532-3642 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. U.S. Eastern Daylight Savings Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions |
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| May 18, 2012 |
Sec response letter SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D. |
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| May 18, 2012 |
Submission of Matters to a Vote of Security Holders UNITED STATES 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): May 16, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Yukon Territory, Canada 000-52073 75-2578509 (State or other jurisdiction of incorporati |
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| May 17, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. REGISTRATION NO.: 333-181189 On May 16, 2012, SXC Health Solutions Corp. held its 2012 annual meeting of shareholders. The following are portions of the meeting transcript an |
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| May 11, 2012 |
SXC HEALTH SOLUTIONS CORP. 5,200,000 Common Shares Underwriting Agreement Underwriting Agreement, dated May 10, 2012 Exhibit 1.1 SXC HEALTH SOLUTIONS CORP. 5,200,000 Common Shares Underwriting Agreement May 10, 2012 J.P. Morgan Securities LLC Barclays Capital Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Barclays Capital Inc. 745 Seventh Avenue New York, New |
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| May 11, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K UNITED STATES 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): May 10, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or |
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| May 11, 2012 |
424b5 Table of Contents Filed Pursuant to Rule 424(b)(5) File Number 333-161237 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(2) Common Shares, without par value 5,980,000 $ 90. |
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| May 9, 2012 |
Unaudited pro forma condensed combined financial statements of SXC and Catalyst EX-99.4 Exhibit 99.4 Unaudited pro forma condensed combined financial statements of SXC and Catalyst The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2012 and for the twelve months ended December 31, 2011 give effect to the Catalyst Merger and related financing transactions, including the offering of our common shares contemplated by our preli |
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| May 9, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52073 |
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| May 9, 2012 |
EX-99.2 Exhibit 99.2 Consolidated financial statements of Catalyst Health Solutions, Inc. Years Ended December 31, 2011, 2010 and 2009 With Report of Independent Registered Public Accounting Firm Page (1) Financial Statements Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2011 and 2010 3 Consolidated Statements of Operations for the years e |
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| May 9, 2012 |
Subject to completion, dated May 9, 2012 424B5 The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 9, 2012 |
EX-99.3 Exhibit 99.3 Consolidated financial statements of Catalyst Health Solutions, Inc. (Unaudited) Three Months Ended March 31, 2012 and 2011 Page Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011 2 Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 3 Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2 |
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| May 9, 2012 |
EX-99.3 Exhibit 99.3 Consolidated financial statements of Catalyst Health Solutions, Inc. (Unaudited) Three Months Ended March 31, 2012 and 2011 Page Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011 2 Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 3 Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2 |
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| May 9, 2012 |
8-K UNITED STATES 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): May 9, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other |
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| May 9, 2012 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES 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): May 9, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other |
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| May 9, 2012 |
EX-99.1 Exhibit 99.1 The following risk factors were originally included in Item 1A of Catalyst Health Solutions, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on February 24, 2012, and SXC Health Solutions Corp. is reproducing them without revision herein. As a result, references in this Exhibit 99.1 to “we,” “our,” “us,” |
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| May 9, 2012 |
Unaudited pro forma condensed combined financial statements of SXC and Catalyst EX-99.4 Exhibit 99.4 Unaudited pro forma condensed combined financial statements of SXC and Catalyst The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2012 and for the twelve months ended December 31, 2011 give effect to the Catalyst Merger and related financing transactions, including the offering of our common shares contemplated by our preli |
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| May 9, 2012 |
EX-99.2 Exhibit 99.2 Consolidated financial statements of Catalyst Health Solutions, Inc. Years Ended December 31, 2011, 2010 and 2009 With Report of Independent Registered Public Accounting Firm Page (1) Financial Statements Report of Independent Registered Public Accounting Firm 2 Consolidated Balance Sheets as of December 31, 2011 and 2010 3 Consolidated Statements of Operations for the years e |
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| May 9, 2012 |
EX-99.1 Exhibit 99.1 The following risk factors were originally included in Item 1A of Catalyst Health Solutions, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on February 24, 2012, and SXC Health Solutions Corp. is reproducing them without revision herein. As a result, references in this Exhibit 99.1 to “we,” “our,” “us,” |
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| May 7, 2012 |
CORRESP SIDLEY AUSTIN LLP ONE SOUTH DEARBORN CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D. |
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| May 7, 2012 |
CONSENT OF BARCLAYS CAPITAL INC. EX-99.4 Exhibit 99.4 745 Seventh Avenue New York, NY 10019 United States May 7, 2012 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated April 17, 2012, to the Board of Directors of SXC Health Solutions Corp. (the “Company”), as an Annex to the joint prospectus/proxy statement that forms a part of the Registration Statement on Form S-4 of the Compan |
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| May 7, 2012 |
[Letterhead of Stikeman Elliott LLP] [—], 2012 EX-8.4 Exhibit 8.4 [Letterhead of Stikeman Elliott LLP] [—], 2012 Catalyst Health Solutions, Inc. 800 King Farm Boulevard Rockville, Maryland 20850 Ladies and Gentlemen: Re: Catalyst Health Solutions (the “Company”) We act as Canadian counsel to the Company in connection with the proposed merger (the “Merger”) of the Company, a Delaware corporation, with and into Catamaran I Corp. (“Merger Sub”), |
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| May 7, 2012 |
S-4 Table of Contents As filed with the Securities and Exchange Commission on May 7, 2012 Registration No. |
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| May 7, 2012 |
CONSENT OF J.P. MORGAN SECURITIES LLC EX-99.3 Exhibit 99.3 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated April 17, 2012 to the Board of Directors of SXC Health Solutions Corp. (the “Company”) included in Annex C to the Joint Proxy Statement/Prospectus relating to the proposed merger of Catamaran I Corp., an indirect wholly-owned subsidiary of the Company, and Catalyst Health Solutio |
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| May 7, 2012 |
EX-99.2 Exhibit 99.2 Exhibit 99.2 Catalyst Health Solutions® CATALYST HEALTH SOLUTIONS,INC. C/O AMERICAN STOCK TRANSFER 6201 15TH AVENUE 2ND FLOOR BROOKLYN, NY 11219 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until [] P.M. Eastern Daylight Time on []. Have your proxy card in hand when you access the web s |
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| May 7, 2012 |
EX-8.3 Exhibit 8.3 Heenan Blaikie Of Counsel The Right Honourable Pierre Elliott Trudeau, P.C., C.C., C.H., Q.C., FRSC (1984 - 2000) The Right Honourable Jean Chrétien, P.C., C.C., O.M., Q.C. The Honourable Donald J. Johnston, P.C., O.C., Q.C. Pierre Marc Johnson, G.O.Q., FRSC The Honourable Michel Bastarache, C.C. The Honourable René Dussault, O.C., O.Q., FRSC, Ad. E. The Honourable John W. Morde |
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| May 7, 2012 |
[Letterhead of Goldman, Sachs & Co.] EX-99.5 Exhibit 99.5 [Letterhead of Goldman, Sachs & Co.] May 7, 2012 Board of Directors Catalyst Health Solutions, Inc. 800 King Farm Boulevard, Rockville, MD 20850 Re: Registration Statement on Form S-4 of Catalyst Health Solutions, Inc., filed May 7, 2012 (the “Registration Statement”) Gentlemen: Reference is made to our opinion letter, dated April 17, 2012 (“Opinion Letter”), with respect to t |
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| May 7, 2012 |
EX-21.1 Exhibit 21.1 List of Subsidiaries of SXC Health Solutions Corp. Subsidiary Jurisdiction of Organization SXC Health Solutions, Inc. Texas informedRx, Inc. Delaware Health Business Systems, Inc. Pennsylvania SXC Comet LLC Delaware SXC Acquisition Corp. Delaware SXC Health Solutions TPA, LLC Delaware NMHCRX Mail Order, Inc. Delaware Portland Professional Pharmacy Associates Maine SXC Health S |
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| May 7, 2012 |
Exhibit 99.1 Preliminary Copy [—], 2012 SXC HEALTH SOLUTIONS CORP. Special Meeting of Shareholders to be held on [—], 2012 [—] This proxy is solicited on behalf of the Board of Directors The persons named in this instrument of proxy are directors or officers of SXC Health Solutions Corp. (the “Company”). A shareholder has the right to appoint another person as a proxy (who need not be a shareholde |
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| May 4, 2012 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 000-52073 |
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| May 3, 2012 |
EX-99.1 2 sxciex9912012q1.htm SXC Health Solutions Corp. Exhibit 99.1 SXC Health Solutions Announces Record First Quarter Financial Results - Strong start to 2012 leads to revenue growth of 56% and gross profit increase of 74% - - Record level of EBITDA in the quarter - Lisle, Illinois, May 3, 2012 - SXC Health Solutions Corp. (“SXC” or the “Company”) (NASDAQ: SXCI, TSX: SXC), a leading provider o |
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| May 3, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): May 3, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State or other juri |
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| May 3, 2012 |
425 FILED BY SXC HEALTH SOLUTIONS CORP. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: CATALYST HEALTH SOLUTIONS, INC. COMMISSION FILE NO.: 000-31014 On May 3, 2012, SXC Health Solutions Corp. hosted a conference call to review its first quarter 2012 earnings. The following are portions of th |
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| April 20, 2012 |
Agreement and Plan of Merger, dated as of April 17, 2012 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC and CATALYST HEALTH SOLUTIONS, INC. Dated as of April 17, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger and the Subsequent Merger 1 SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 |
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| April 20, 2012 |
Form 8-K UNITED STATES 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): April 16, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State o |
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| April 20, 2012 |
Agreement and Plan of Merger, dated as of April 17, 2012 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among SXC HEALTH SOLUTIONS CORP., SXC HEALTH SOLUTIONS, INC., CATAMARAN I CORP., CATAMARAN II LLC and CATALYST HEALTH SOLUTIONS, INC. Dated as of April 17, 2012 TABLE OF CONTENTS Page ARTICLE I The Merger and the Subsequent Merger 1 SECTION 1.01. The Merger 1 SECTION 1.02. Closing 1 |
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| April 20, 2012 |
Form 8-K UNITED STATES 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): April 16, 2012 SXC HEALTH SOLUTIONS CORP. (Exact name of registrant as specified in its charter) Commission File Number: 000-52073 Yukon Territory, Canada 75-2578509 (State o |
