BioScrip, Inc. (Form: 8-K, Received: 01/26/2012 16:45:41)

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) January 24, 2012

BIOSCRIP, INC.

(Exact name of Registrant as specified in its charter)


Delaware	0-28740	05-0489664
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


100 Clearbrook Road, Elmsford, New York		10523
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 460-1600

N/A

(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:

¨	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 January 24, 2012, BioScrip, Inc. (the “ Company ”) entered into the Fifth Amendment dated as of January 1, 2012 (the “ Amendment ”) to the Prime Vendor Agreement dated as of July 1, 2009, by and among AmerisourceBergen Drug Corporation, a Delaware corporation and the Company and its subsidiaries (as amended as of March 25, June 1, and August 1, 2010 and May 1, 2011, the “ Agreement ”). The Amendment modifies certain payment terms of the Agreement.

This description of the Amendment is qualified in its entirety by the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Fifth Amendment, dated as of January 1, 2012, to the Prime Vendor Agreement dated as of July 1, 2009 and amended as of March 25, 2010, June 1, 2010, August 1, 2010, and May 1 2011 by and among AmerisourceBergen Drug Corporation, Bioscrip, Inc., BioScrip Infusion Services, Inc., Chronimed, LLC, Bioscrip Pharmacy, Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PBM Services, LLC, Natural Living, Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC, Bioscrip Pharmacy Services, Inc., Critical Homecare Solutions, Inc., Specialty Pharma, Inc., New England Home Therapies, Inc., Deaconess Enterprises, LLC, Infusion Solutions, Inc., Professional Home Care Services, Inc., Wilcox Medical, Inc., Deaconess Homecare, LLC, South Mississippi Home Health, Inc., Regional Ambulatory Diagnostics, Inc., Elk Valley Professional Affiliates, Inc., Infusion Partners, LLC, Knoxville Home Therapies, LLC, South Mississippi Home Health, Inc., - Region I, South Mississippi Home Health, Inc. - Region II, South Mississippi Home Health, Inc. - Region III, Applied Health Care, LLC, East Goshen Pharmacy, Inc., Infusion Partners of Brunswick, LLC, Scott Wilson, Inc., Infusion Partners of Melbourne, LLC, Elk Valley Home Health Care Agency, Inc., Gericare, Inc., Cedar Creek Home Health Care Agency, Inc., Elk Valley Health Services, Inc., National Health Infusion, Inc., Option Health, Ltd. and CHS Holdings, Inc.*

__________________

* Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

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.


	BIOSCRIP, INC.



Date: January 25, 2012		/s/ Richard Smith
	By:	Richard M. Smith
		President and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description

10.1		Fifth Amendment, dated as of January 1, 2012, to the Prime Vendor Agreement dated as of July 1, 2009 and amended as of March 25, 2010, June 1, 2010, August 1, 2010, and May 1 2011 by and among AmerisourceBergen Drug Corporation, Bioscrip, Inc., BioScrip Infusion Services, Inc., Chronimed, LLC, Bioscrip Pharmacy, Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PBM Services, LLC, Natural Living, Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC, Bioscrip Pharmacy Services, Inc., Critical Homecare Solutions, Inc., Specialty Pharma, Inc., New England Home Therapies, Inc., Deaconess Enterprises, LLC, Infusion Solutions, Inc., Professional Home Care Services, Inc., Wilcox Medical, Inc., Deaconess Homecare, LLC, South Mississippi Home Health, Inc., Regional Ambulatory Diagnostics, Inc., Elk Valley Professional Affiliates, Inc., Infusion Partners, LLC, Knoxville Home Therapies, LLC, South Mississippi Home Health, Inc., - Region I, South Mississippi Home Health, Inc. - Region II, South Mississippi Home Health, Inc. - Region III, Applied Health Care, LLC, East Goshen Pharmacy, Inc., Infusion Partners of Brunswick, LLC, Scott Wilson, Inc., Infusion Partners of Melbourne, LLC, Elk Valley Home Health Care Agency, Inc., Gericare, Inc., Cedar Creek Home Health Care Agency, Inc., Elk Valley Health Services, Inc., National Health Infusion, Inc., Option Health, Ltd. and CHS Holdings, Inc.*

__________________

Exhibit 10.1

NOTE: CERTAIN INFORMATION (INDICATED BY “[****]”) IN THIS EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

FIFTH AMENDMENT TO

PRIME VENDOR AGREEMENT

FIFTH AMENDMENT, dated as of January 1, 2012 (“ Fifth Amendment ”) to the PRIME VENDOR AGREEMENT made as of July 1, 2009, as amended as of March 2010, June 1, 2010, August 1, 2010 and May 1, 2011 (the “ Existing PVA ”), between AmerisourceBergen Drug Corporation (“ ABDC ”), on the one hand, and Bioscrip, Inc., BioScrip Infusion Services, Inc., Chonimed LLC, Bioscrip Pharmacy Inc., Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PBM Services, LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC, Bioscrip Pharmacy Services, Inc., Critical Homecare Solutions, Inc., Specialty Pharma, Inc, New England Home Therapies, Inc., Deaconess Enterprises, LLC, Infusion Solutions, Inc, Professional Home Care Services, Inc., Wilcox Medical, Inc., Deaconess Homecare, LLC, South Mississippi Home Health, Inc., Regional Ambulatory Diagnostics, Inc., Elk Valley Professional Affiliates, Inc., Infusion Partners, LLC, Knoxville Home Therapies, LLC, South Mississippi Home Health, Inc.- Region I, South Mississippi Home Health, Inc. – Region II, South Mississippi Home Health, Inc. – Region III, Applied Health Care, LLC, East Goshen Pharmacy, Inc., Infusion Partners of Brunswick, LLC, Scott Wilson, Inc., Infusion Partners of Melbourne, LLC, Elk Valley Home Health Care Agency, Inc., Gericare, Inc., Cedar Creek Home Health Care Agency, Inc., Elk Valley Health Services, Inc., National Health Infusion, Inc., and Option Health, Ltd (severally and collectively sometimes hereinafter referred to and obligated as “ Customer ”), on the other hand.

Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Existing PVA.

[****] Paragraph 3E is hereby amended [****] as follows:

[****]

Except as provided herein, all provisions, terms and conditions of the Existing PVA shall remain in full force and effect. The parties have had a duly authorized officer execute this Fifth Amendment to the Existing PVA as of the date first listed above.

BIOSCRIP INC.

By: /s/ Richard Smith

Name: Richard Smith

Title: President and CEO

BIOSCRIP INFUSION SERVICES, INC.

By: /s/ Richard Smith

Name: Richard Smith

Title: President and CEO

CHRONIMED, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	BIOSCRIP PHARMACY, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
BRADHURST SPECIALTY PHARMACY, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	BIOSCRIP PHARMACY (NY), INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
BIOSCRIP PBM SERVICES, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	NATURAL LIVING, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
BIOSCRIP INFUSION SERVICES, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	BIOSCRIP NURSING SERVICES, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
BIOSCRIP INFUSION MANAGEMENT, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	SPECIALTY PHARMA, INC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
CRITICAL HOMECARE SOLUTIONS, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	DEACONESS ENTERPRISES, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
NEW ENGLAND HOME THERAPIES, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	INFUSION SOLUTIONS, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO

Bioscrip 5th Amendment – ALT – National (January 2012)

PROFESSIONAL HOME CARE SERVICES, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	WILCOX MEDICAL, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
DEACONESS HOMECARE, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	REGIONAL AMBULATORY DIAGNOSTICS, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
SOUTH MISSISSIPPI HOME HEALTH, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	ELK VALLEY PROFESSIONAL AFFILIATES, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
INFUSION PARTNERS, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	KNOXVILLE HOME THERAPIES, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
SOUTH MISSISSIPPI HOME HEALTH, INC. - REGION I By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION II By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION III By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	APPLIED HEALTH CARE, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
EAST GOSHEN PHARMACY, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	INFUSION PARTNERS OF BRUNSWICK, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO

Bioscrip 5th Amendment – ALT – National (January 2012)

SCOTT WILSON, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	INFUSION PARTNERS OF MELBOURNE, LLC By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
ELK VALLEY HOME HEALTH CARE AGENCY, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	GERICARE, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
CEDAR CREEK HOME HEALTH CARE AGENCY, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	ELK VALLEY HEALTH SERVICES, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
NATIONAL HEALTH INFUSION, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	OPTION HEALTH, LTD. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
BIOSCRIP PHARMACY SERVICES, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO	CHS HOLDINGS, INC. By: /s/ Richard Smith Name: Richard Smith Title: President and CEO
AMERISOURCEBERGEN DRUG CORPORATION By: /s/ Ricky L. Oyler Name: Ricky L. Oyler Title: EVP, Strategic Accounts

Bioscrip 5th Amendment – ALT – National (January 2012)