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): June 24, 2016 (June 24, 2016)
Humana Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-5975 | 61-0647538 | |||
| (Commission File Number) | (IRS Employer Identification No.) | |||
| 500 West Main Street, Louisville, KY | 40202 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
502-580-1000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former 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 8.01 Other Events.
On June 24, 2016, in accordance with the terms of the Agreement and Plan of Merger, dated as of July 2, 2015, among Aetna Inc. (“Aetna”), Echo Merger Sub, Inc., Echo Merger Sub, LLC and Humana Inc. (“Humana”) (the “Merger Agreement”), each of Aetna and Humana delivered written notice to the other that such party had elected to extend the “End Date” (as defined in the Merger Agreement) to and including December 31, 2016.
The foregoing description of the Merger Agreement is subject to, and is qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report filed by Humana on July 7, 2015, and which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMANA INC. | ||
| BY: | /s/ Cynthia H. Zipperle | |
| Cynthia H. Zipperle Vice President, Chief Accounting Officer and Controller | ||
Dated: June 24, 2016