Indemnification Agreement with Express Scripts Executives


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 22,  2006


EXPRESS SCRIPTS, INC.
(Exact Name of Registrant as Specified in its Charter)

 
DELAWARE
0-20199
43-1420563
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)

13900 Riverport Drive, Maryland Heights, MO
(Address of Principal Executive Offices)
 
63043
(Zip Code)

Registrant’s telephone number including area code: 314-770-1666

No change since last report
(Former Name or Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

Item 1.01 Entry into a Material Definitive Agreement

On December 22, 2006, Express Scripts, Inc. (the "Company") entered into separate Indemnification Agreements with each member of the Company's Board of Directors, and each of the Company's executive officers (including the Named Executive Officers), pursuant to which the Company agrees to provide certain indemnification rights to such officers and directors in exchange for their continued service to the Company. A form of the Indemnification Agreement is attached as Exhibit 10.1 hereto.
 
 
 
Item 9.01 Financial Statements and Exhibits
 
(c)   The following Exhibits are furnished as part of this report on Form 8-K;
 
Exhibit 10.1 Form of Indemnificaiton Agreement.
 
 

 
 
 

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
EXPRESS SCRIPTS, INC.
 
 
Date: December 29, 2006
 
By:          /s/ Thomas M. Boudreau                        
Thomas M. Boudreau
Senior Vice President and General Counsel
 
 
 

EXHIBIT INDEX


Exhibit No.                           Description                                                                                                                                  

    10.1                      Form of Indemnification Agreement