cigna8k.htm
 
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):  November 10, 2011
 
Cigna Corporation
(Exact Name of Registrant as Specified in Charter)
 
     
 
Delaware
1-08323
06-1059331
(State or Other Jurisdiction
 of Incorporation)
(Commission
File Number)
(IRS Employer
 Identification No.)
 
900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of Principal Executive Offices)
 
Registrant’s telephone number, including area code:  (860) 226-6000
 
Not Applicable
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 

 
     
Item 8.01
  
Other Events

In connection with the offering of $600,000,000 aggregate principal amount of 2.750% Senior Notes due 2016 (the "5-Year Notes"), $750,000,000 aggregate principal amount of 4.000% Senior Notes due 2022 (the "10-Year Notes") and $750,000,000 aggregate principal amount of 5.375% Senior Notes due 2042 (the "30-Year Notes" and, together with the 5-Year Notes and the 10-Year Notes, the “Notes”) pursuant to an Underwriting Agreement, dated November 3, 2011 (by and among Cigna Corporation (the “Company”) and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC, as representatives of the underwriters), the Company is filing a copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes as Exhibit 5.1 hereto.

The offering of the Notes is pursuant to an effective shelf registration statement on Form S-3ASR, File No. 333-161227.
 
     
Item 9.01.
  
Financial Statements and Exhibits.

(d) Exhibits

 
 5.1
    
         
 
23.1
    
         
 
 
 
 
 
 
 

 
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 hereunto duly authorized.
 
   
Cigna Corporation
     
     
Date:
November 10, 2011
  
By:
 /s/ Nicole S. Jones 
       
Name:
Nicole S. Jones
       
Title:
Executive Vice President
and General Counsel

 
 
 
 
 
 
 
INDEX TO EXHIBITS

 
 
Exhibit No.
  
 
Description
 
Method of Filing
 
5.1
  
Opinion of Davis Polk & Wardwell LLP.
         
 
23.1
  
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).