Securities Registration: Employee Benefit Plan (s-8)
29 Março 2023 - 5:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 29, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CVS HEALTH
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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05-0494040
(I.R.S. Employer
Identification No.) |
One CVS Drive
Woonsocket, RI 02895
(Address, including Zip Code, of Principal Executive
Offices)
Signify Health, Inc.
2021 Long-Term Incentive Plan
(Full title of the plan)
Shawn M. Guertin
Executive Vice President and Chief Financial Officer
CVS Health Corporation
One CVS Drive
Woonsocket, RI 02895
(401) 765-1500
(Name, address and telephone number, including area
code, of agent for service)
With a copy to:
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Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-7171 |
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration
Statement”) relates to shares of common stock, par value $0.01 per share (“CVS Health Stock”), of CVS Health Corporation,
a Delaware corporation (the “Company”), issuable in respect of certain outstanding and unvested equity awards with respect
to shares of class A common stock, par value $0.01 per share (“Signify Stock”) of Signify Health, Inc., a Delaware corporation
(“Signify”), which were assumed by the Company and converted into equity awards in respect of shares of CVS Health Stock in
connection with the Company’s acquisition of Signify, as described below. These equity awards were granted pursuant to the Signify
Health, Inc. 2021 Long-Term Incentive Plan (the “Plan”).
On March 29, 2023 (the “Effective Time”),
pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 2, 2022, by and among CVS Pharmacy,
Inc., a Rhode Island corporation and wholly-owned subsidiary of the Company (“Parent”), Signify and Noah Merger Sub, Inc.,
a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), Merger Subsidiary merged with and into
Signify, with Signify continuing as a wholly-owned subsidiary of Parent (the “Merger”).
The Merger Agreement provides that, at the Effective
Time, certain outstanding and unvested restricted stock units with respect to shares of Signify Stock granted under the
Plan (the “Rollover RSUs”) converted into restricted stock units with respect to shares of CVS Health Stock. The Merger
Agreement also provides that, at the Effective Time, certain outstanding options to purchase shares of Signify Stock granted under the
Plan (the “Rollover Stock Options”) converted into options to acquire shares of CVS Health Stock. The Rollover RSUs and the
Rollover Stock Options are subject to substantially the same terms and conditions as were applicable to such Rollover RSUs or Rollover
Stock Options immediately prior to the Effective Time, except that the number of shares of CVS Health Stock subject to such equity awards
and the exercise price of the Rollover Stock Options have been adjusted in accordance with the Merger Agreement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Part I of Form S-8 will be sent or given to the participants in the Plan covered by this Registration Statement as required by Rule
428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be filed
with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus
or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by Reference. |
The following documents filed with the Commission by
the Company pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), are incorporated
herein by reference:
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(a) |
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 8, 2023, and any amendment thereto (the “2022 Form 10-K”); |
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(b) |
the Company’s Current Reports on Form 8-K filed with the Commission
since December 31, 2022 (other than portions of those documents furnished or otherwise not deemed to be filed); and |
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(c) |
the description of the Company’s capital stock contained in the Company’s Registration Statement on Form S-4, filed with the Commission on January 4, 2018, including any amendments or supplements thereto, including Amendment No. 1 filed on January 26, 2018, Amendment No. 2 filed on February 5, 2018 and Amendment No. 3 filed on February 9, 2018, as updated by Exhibit 4.21 to the 2022 Form 10-K, together with any amendment or report filed for the purpose of updating such description. |
In addition, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein)
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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Item 4. |
Description of Securities. |
Not applicable.
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Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
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Item 6. |
Indemnification of Directors and Officers. |
Section 102(b)(7) of the Delaware General Corporation
Law (the “DGCL”), permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director
or officer, provided that such provisions shall not eliminate or limit the liability of (i) a director or officer for any breach of the
director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) a director or officer for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL,
(iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) an officer in any action by or
in the right of the corporation. No such provision shall eliminate or limit the liability of a director or officer for any act or omission
occurring before the date when such provision becomes effective. The Company’s Restated Certificate of Incorporation (the “Company
Charter”) limits the personal liability of a director to the Company and its stockholders for monetary damages for a breach of fiduciary
duty as a director to the fullest extent permitted by law.
Section 145 of the DGCL provides that a corporation
may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed
actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer,
employee or agent of the Company. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Expenses, including attorneys’
fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Company in advance
of the final disposition of such action, suit or proceeding upon receipt by the Company of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Company. The Company Charter provides
for indemnification of directors and officers of the Company against liability they may incur in their capacities as such to the fullest
extent permitted under the DGCL.
The directors and officers of the Company are insured
under a policy of directors’ and officers’ liability insurance.
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Item 7. |
Exemption from Registration Claimed. |
Not applicable.
Exhibit No. Exhibit Description
*Filed herewith.
(a) The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference in the Registration Statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Woonsocket, State of Rhode Island, on the 29th day of March, 2023.
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CVS Health Corporation |
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By: |
/s/ Shawn M. Guertin |
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Name: |
Shawn M. Guertin |
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Title: |
Executive Vice President and Chief
Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints each of Shawn M. Guertin and Colleen M. McIntosh as his or her true and lawful
attorney-in-fact and agent, upon the action of either such appointee, with full power of substitution and resubstitution, to do any and
all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents
may deem necessary or advisable in order to enable CVS Health Corporation to comply with the Securities Act of 1933, as amended (the “Securities
Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection
with the filing with the Commission of this Registration Statement under the Securities Act, including specifically, but without limitation,
power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement
(including post-effective amendments), and to file or cause to be filed the same with all exhibits thereto and other documents in connection
therewith with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable
to comply with applicable state securities laws, and to file or cause to be filed the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority
to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been signed on the 29th day of March, 2023 by the following persons in
the following capacities.
| Signature |
Title |
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| /s/ Fernando Aguirre |
Director |
| Fernando Aguirre |
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| /s/ Jeffrey R. Balser, M.D., Ph.D |
Director |
| Jeffrey R. Balser, M.D., Ph.D |
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| /s/ C. David Brown II |
Director |
| C. David Brown II |
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| /s/ James D. Clark |
Senior Vice President – Controller and Chief Accounting Officer (Principal Accounting Officer) |
| James D. Clark |
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| /s/ Alecia A. DeCoudreaux |
Director |
| Alecia A. DeCoudreaux |
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| /s/ Nancy-Ann M. DeParle |
Director |
| Nancy-Ann M. DeParle |
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| /s/ Roger N. Farah |
Chair of the Board and Director |
| Roger N. Farah |
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| /s/ Anne M. Finucane |
Director |
| Anne M. Finucane |
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| /s/ Shawn M. Guertin |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| Shawn M. Guertin |
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| /s/ Edward J. Ludwig |
Director |
| Edward J. Ludwig |
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| /s/ Karen S. Lynch |
President and Chief Executive Officer (Principal Executive Officer) and Director |
| Karen S. Lynch |
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| /s/ Jean-Pierre Millon |
Director |
| Jean-Pierre Millon |
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| /s/ Mary L. Schapiro |
Director |
| Mary L. Schapiro |
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| /s/ William C. Weldon |
Director |
| William C. Weldon |
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