<PAGE> 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): January 3, 2003 AmerisourceBergen Corporation (Exact name of Registrant as specified in its charter) Delaware 1-16671 23-3079390 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) ------------------- 1300 Morris Drive, Suite 100 Chesterbrook, PA 19087 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 727-7000 N/A (Former name or former address, if changed since last report.)
Item 5. Other Events. On January 3, 2003, AmerisourceBergen Corporation (the "Company") closed the acquisition of Bridge Medical, Inc. ("Bridge Medical"), the leading provider of barcode-enabled point-of-care (BPOC) software designed to reduce medication errors and decrease costs in healthcare facilities. The acquisition includes payment by the Company of a base purchase price of $27 million and contingent payments of up to $55 million based on Bridge Medical achieving significant earnings targets in calendar years 2003 and 2004. The Company paid approximately 15% of the base purchase price in cash and issued 401,780 shares of its common stock to cover the payment of the balance of the base purchase price. The Company also expects to pay the future contingent amounts, if any, primarily in shares of its common stock. Upon the closing of the acquisition, the Company issued 401,780 additional shares of its common stock into an escrow account established for possible contingent payments in the future. The ultimate number of shares, if any, issued by the Company in payment of contingent amounts may range from zero to a number greater than the number of shares that have been issued into the escrow account and ultimately will depend (i) on whether the applicable earnings targets are met in calendar years 2003 and 2004 by Bridge Medical and (ii) if the applicable earnings targets are met, on the per share trading price of the Company's common stock at the time the contingent amounts become payable. The Company expects to retire any excess shares remaining in the escrow account after the eventual completion of the contingent payment determinations. On January 6, 2003, the Company issued a news release announcing the closing of its acquisition of Bridge Medical. A copy of the news release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 News Release dated January 6, 2003
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERISOURCEBERGEN CORPORATION Date: January 6, 2003 By: /s/ Michael D. DiCandilo ----------------------------------- Name: Michael D. DiCandilo Title: Senior Vice President and Chief Financial Officer
<PAGE> Exhibit 99.1 NEWS RELEASE [LOGO OF AMERISOURCEBERGEN] AMERISOURCEBERGEN COMPLETES PURCHASE OF BRIDGE MEDICAL, INC. Largest Pharmaceutical Distributor Adds Industry-Leading Bedside Scanning Capability VALLEY FORGE, Pa. January 6, 2003--AmerisourceBergen Corporation (NYSE:ABC), the largest pharmaceutical services company in the U.S. dedicated solely to the pharmaceutical supply chain, today announced the completion of its purchase of Bridge Medical, Inc., the leading provider of barcode-enabled point-of-care software designed to reduce medication errors and decrease costs in healthcare facilities. The acquisition includes a base purchase price of $27 million and contingent payments of up to $55 million based on Bridge Medical achieving significant earnings targets in calendar years 2003 and 2004. AmerisourceBergen expects to pay the base purchase price and any contingent amounts primarily in shares of its common stock. AmerisourceBergen expects the acquisition to be neutral to earnings in fiscal 2003 and accretive in fiscal 2004 after the effect of any contingent payments. About AmerisourceBergen AmerisourceBergen (NYSE:ABC) is the largest pharmaceutical services company
in the United States dedicated solely to the pharmaceutical supply chain. It is a leading distributor of pharmaceutical products and services to the hospital systems/acute care market, alternate care and mail order facilities, physicians, independent community pharmacies, and regional chain pharmacies. The Company is also a leader in the institutional pharmacy marketplace. With more than $40 billion in annualized operating revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs more than 13,000 people serving over 25,000 customers. For more information, go to www.amerisourcebergen.com. About Bridge Medical Founded in 1996, Bridge Medical, Inc., is headquartered in Solana Beach, California. The company provides robust, affordable, easy-to-use technology-based patient safety solutions, including its market-leading MedPointTM and InfoPointTM software. A pioneer in the use of bar code technology in healthcare, Bridge has been honored for its patient safety solutions and educational initiatives. For more information, visit www.bridgemedical.com. Forward-Looking Statements This news release may contain certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. Forward-looking statements may include statements addressing future financial and operating results of AmerisourceBergen and the benefits and other aspects of the 2001 merger between AmeriSource Health Corporation and Bergen Brunswig Corporation. The following factors, among others, could cause actual results to differ materially from those described in any forward-looking statements: the risk that the businesses of AmeriSource and Bergen Brunswig will not be integrated successfully; failure to obtain and retain expected synergies; and other economic, business, competitive and/or regulatory factors affecting the business of AmerisourceBergen generally. More detailed information about these factors is set forth in AmerisourceBergen's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for fiscal 2002. AmerisourceBergen is under no obligation to (and expressly disclaims any such obligation to) update or alter any forward-looking statements whether as a result of new information, future events or otherwise. ### (C) Copyright 2003 AmerisourceBergen Corporation.