BMY » Topics » Item 8.01 Other Events.

This excerpt taken from the BMY 8-K filed Dec 5, 2007.

Item 8.01 Other Events.

On December 5, 2007, Bristol-Myers Squibb Company (the “Company”) issued a press release in conjunction with a meeting with investors announcing that it is revising its previously disclosed full year 2007 earnings per share guidance on a GAAP basis and reaffirming its previously disclosed full year 2007 earnings per share guidance on a non-GAAP basis. The Company also provided full year 2008 earnings per share guidance on a GAAP basis, raised full year 2008 earnings per share guidance on a non-GAAP basis and provided non-GAAP earnings per share compounded annual growth rate guidance from the Company’s 2007 base through 2010 that is subject to certain assumptions. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. Also furnished and incorporated by reference as Exhibit 99.2 is certain supplemental information posted on the Company’s website at www.bms.com.

This excerpt taken from the BMY 8-K filed Apr 6, 2007.

Item 8.01. Other Events.

Attached as Exhibit 100 to this report are documents that contain information from Bristol-Myers Squibb Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Securities and Exchange Commission on February 26, 2007, formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of Bristol-Myers Squibb Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


This excerpt taken from the BMY 8-K filed Dec 27, 2006.

Item 8.01. Other Events.

On December 21, 2006, Bristol-Myers Squibb Company announced that the Company, the United States Department of Justice, and the Office of the United States Attorney for the District of Massachusetts have reached an agreement in principle, subject to approval by the U.S. Department of Justice, to settle several investigations involving the Company’s drug pricing, and sales and marketing activities.

This excerpt taken from the BMY 8-K filed Nov 27, 2006.

Item 8.01. Other Events.

On November 20, 2006, the Company issued $1,250,000,000 aggregate principal amount of its 5.875% Notes due 2036 in a registered public offering.

This excerpt taken from the BMY 8-K filed Nov 27, 2006.

Item 8.01. Other Events.

Attached as Exhibit 100 to this report are documents that contain information from Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the Securities and Exchange Commission on November 2, 2006, formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of Bristol-Myers Squibb Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This excerpt taken from the BMY 8-K filed Nov 9, 2006.

Item 8.01. Other Events.

On November 9, 2006, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing that it has commenced a cash tender offer to purchase any and all of its outstanding $2.5 billion aggregate principal amount 5.75% Notes due 2011 (the “Notes”). The Company also announced its intention to give a notice of redemption, with respect to any Notes that remain outstanding following consummation of the tender offer, subject to the receipt of net proceeds of the issuance of new debt securities.

A copy of the press release is filed as Exhibit 99.1 to this report.

This excerpt taken from the BMY 8-K filed Nov 3, 2006.

Item 8.01. Other Events

As previously announced, on September 12, 2006, Richard K. Willard ceased to serve as Senior Vice President and General Counsel of the Company. In connection with Mr. Willard’s departure from the Company on September 28, 2006, he became entitled to certain severance payments under his original offer letter. The severance payments are set forth in a Letter, General Waiver and Release Agreement (“Willard Letter”) dated November 3, 2006 between Mr. Willard and the Company. As required pursuant to his original offer letter, Mr. Willard will receive a total gross cash severance of $1,428,000 (less applicable withholdings), representing two times his base salary. Mr. Willard will not receive a bonus for 2006 performance and all stock options, restricted stock and long-term performance awards have lapsed and are forfeited. In addition, the Willard Letter provides for a release by Mr. Willard of any claims against the Company and any affiliates and subsidiaries of the Company and their respective officers, directors, employees and agents relating to his employment at and separation from the Company and an agreement by Mr. Willard to cooperate and to generally make himself available in connection with any investigation or legal proceedings involving the Company any or any matter that relates to his employment at the Company.


This excerpt taken from the BMY 8-K filed Sep 25, 2006.

Item 8.01 Other Events.

On September 21, 2006, Bristol-Myers Squibb Company, together with sanofi-aventis, issued a press release announcing that the United States Court of Appeals for the Federal Circuit had denied the motion by Apotex to stay the August 31, 2006 preliminary injunction issued by the United States District Court for the Southern District of New York that ordered Apotex to halt its sales of a generic version of clopidogrel bisulfate product that competes with PLAVIX®.

The Court of Appeals for the Federal Circuit has set an expedited schedule for Apotex’s appeal of the preliminary injunction, with oral argument scheduled for October 31, 2006.

A copy of the press release is attached to this report as Exhibit 99.1.

This excerpt taken from the BMY 8-K filed Sep 5, 2006.

Item 8.01. Other Events.

On August 31, 2006, the Company and sanofi issued a press release announcing that the Court has granted the Preliminary Injunction to the Partnership and the other plaintiffs ordering Apotex to halt its sales of a generic version of clopidogrel bisulfate product that competes with PLAVIX®. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

This excerpt taken from the BMY 8-K filed Aug 29, 2006.

Item 8.01. Other Events.

Attached as Exhibit 100 to this report are documents that contain information from Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed with the Securities and Exchange Commission on August 8, 2006, formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of Bristol-Myers Squibb Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This excerpt taken from the BMY 8-K filed Aug 18, 2006.

Item 8.01. Other Events.

On August 17, 2006, Bristol-Myers Squibb Company (the “Company”) posted the following statement from the Company’s Board of Directors on its website at www.bms.com.

Statement by the Bristol-Myers Squibb Board of Directors

 

    The Board has been treating the Department of Justice’s (DOJ) criminal investigation regarding the Plavix settlement with the highest degree of attention and seriousness. The Board has also directed that all BMS employees cooperate fully with the grand jury in this important matter. An ongoing internal investigation by BMS’s outside counsel has not found any evidence of unlawful conduct by BMS employees and the results of that review are being shared with the DOJ. The Board welcomes a full and broad inquiry by the DOJ to determine if unlawful or criminal conduct was committed by any of the parties negotiating the Plavix litigation settlement.

 

    In late July, the Company retained Mary Jo White of Debevoise & Plimpton LLP and the independent members of the Board retained Kenneth Conboy of Latham & Watkins LLP. Jim Robinson and Louie Freeh were designated by the Board to monitor internal and external legal initiatives and work streams on a daily basis.

 

    Ms. White is conducting an independent and full investigation of the negotiations with Apotex. Mr. Conboy is counsel to the independent members of the Board and is advising on corporate governance and related matters.

 

    The Board gets frequent updates from management on the Plavix commercial plan and from internal and external counsel on legal developments and initiatives. The Board also meets in non-management directors’ sessions with Mr. Conboy.

 

    The preliminary injunction motion was filed earlier this week to halt Apotex’s sales of a generic version of Plavix that infringes the patent of our product partner, sanofi-aventis, and to recall all product. The hearing on the motion is scheduled to begin this Friday. Evan Chesler from Cravath, Swaine & Moore LLP is representing the Company.

 

    The Board’s paramount focus remains on the best interests of the Company and its shareholders. The Board is well aware of investor concerns. The Board believes the Company is executing the appropriate initiatives to protect the best interests of the Company and its shareholders.


Additional Background

 

    Mary Jo White of Debevoise & Plimpton LLP, is the chair of the Litigation Department at the firm and is a former U.S. Attorney for the Southern District of New York.

 

    Evan Chesler is the deputy presiding partner at Cravath, Swaine & Moore LLP.

 

    Kenneth Conboy of Latham & Watkins LLP, is a former United States District Judge for the Southern District of New York.

 

    Louie Freeh is the former director of the Federal Bureau of Investigation and is a former United States District Judge for the Southern District of New York.


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.

 

    BRISTOL-MYERS SQUIBB COMPANY
Dated: August 17, 2006   By:  

/s/ Sandra Leung

  Name:   Sandra Leung
  Title:   Secretary
This excerpt taken from the BMY 8-K filed Jun 2, 2006.

Item 8.01. Other Events.

Attached as Exhibit 100 to this report are documents that contain information from Bristol-Myers Squibb Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the Securities and Exchange Commission on May 8, 2006, formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of Bristol-Myers Squibb Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This excerpt taken from the BMY 8-K filed Mar 21, 2006.

Item 8.01. Other Events.

On March 21, 2006, sanofi-aventis and Bristol-Myers Squibb Company (the “Company) issued a joint press release announcing that they have reached an agreement subject to certain conditions with Apotex Inc. and Apotex Corp. to settle the patent infringement lawsuit pending between the parties in the U.S. District Court for the Southern District of New York. The lawsuit relates to the validity of a composition of matter patent for clopidogrel bisulfate, a medicine made available in the United States by sanofi-aventis and the Company as PLAVIX®. The trial in the lawsuit had previously been scheduled to begin in June 2006. As a result of the agreement, the Court has now suspended the trial date pending the possible finalization of the proposed settlement.

The agreement is subject to certain conditions, including antitrust review and clearance by the Federal Trade Commission and state attorneys general. There is a significant risk that required antitrust clearance will not be obtained. In such event, the proposed settlement would be terminated, and the litigation would be reinstated in the same Court. If the litigation were reinstated, sanofi-aventis and the Company intend to vigorously pursue patent enforcement of their patent rights in PLAVIX®.

It is not possible at this time reasonably to assess the outcome of this lawsuit or the timing of potential generic competition for PLAVIX®. Apotex announced in January 2006 that it had received final approval of its aNDA for clopidogrel bifulfate from the FDA. As a result, if the litigation were reinstated, Apotex could launch a generic clopidogrel at risk.

A copy of the press release is attached to this report as Exhibit 99.1. Also attached to this report as Exhibit 99.2 is supplemental information posted on the Company’s website at www.bms.com.

This excerpt taken from the BMY 8-K filed Feb 10, 2006.

Item 8.01. Other Events.

 

On February 9, 2006, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing that U.S. District Judge Stanley Chesler has entered preliminary approval of a settlement agreement with plaintiffs in the consolidated securities class action litigation, pending in the U.S. District Court for the District of New Jersey, relating to the Company’s investigational compound, omapatrilat (VANLEV™). A copy of the press release is attached to this report as Exhibit 99.1.

 

This excerpt taken from the BMY 8-K filed Dec 28, 2005.

Item 8.01. Other Events.

 

On December 22, 2005, Bristol-Myers Squibb Company (Registrant) issued a press release announcing that it had reached on December 21, 2005, a mutually acceptable agreement with Merck & Co., Inc. to terminate the collaborative agreement for muraglitazar, the Registrant’s investigational oral medicine for the treatment of type 2 diabetes. Under the termination agreement, all the rights and obligations of the parties under the collaborative agreement, including the standstill provisions, shall have no further force or effect, except for certain limited obligations arising out of events that may have occurred prior to the termination date. The terms of the collaborative agreement were disclosed by the Registrant on Form 8-K filed on May 10, 2004. A copy of the press release is attached to this report as Exhibit 99.1.

 

This excerpt taken from the BMY 8-K filed Aug 31, 2005.

Item 8.01. Other Events.

 

On August 31, 2005, Bristol-Myers Squibb Company issued a press release announcing that it has completed the previously announced sale of its U.S. and Canadian Consumer Medicines business to Novartis AG. A copy of the press release is attached to this report as Exhibit 99.1.

 

This excerpt taken from the BMY 8-K filed Jul 15, 2005.

Item 8.01. Other Events.

 

On July 14, 2005, Bristol-Myers Squibb Company issued a press release announcing that it had signed a definitive agreement for the sale of its U.S. and Canadian Consumer Medicines business and related assets to Novartis AG. Under the agreement, Novartis AG will pay Bristol-Myers Squibb Company $660 million in cash at closing. The transaction is subject to customary regulatory approvals and is expected to close by the end of the third quarter. A copy of the press release is attached to this report as Exhibit 99.1.

 

This excerpt taken from the BMY 8-K filed Jul 1, 2005.

Item 8.01. Other Events.

 

Bristol-Myers Squibb Company (“Company” or “BMS”) seeks to continuously improve the quality of its estimates of months on hand of inventories held by its direct wholesaler customers including through review of its methodologies and processes for calculation of these estimates and review and analysis of its own and third parties’ data used in such calculations.

 

As a result of this ongoing review and analysis, attached as Exhibit 99.1 are months on hand estimates of selected U.S. pharmaceutical products as of September 30, 2004, December 31, 2004 and March 31, 2005 that reflect certain adjustments to the estimates previously disclosed for such quarters. For the third and fourth quarters of 2004, the previously disclosed estimates were calculated using out-movement of the products over a period of twenty-eight days. In the first quarter of 2005, in conjunction with its analysis of direct customer inventory levels for its non-U.S. Pharmaceuticals businesses, BMS revised its methodology to calculate such estimates for all its businesses worldwide based on out-movement of the products over a period of thirty-one days. In addition, in the second quarter of 2005, BMS determined that inventory levels reported by U.S. pharmaceutical wholesalers, which did not include amounts related to goods in transit, should be adjusted to add the Company’s estimate of goods in transit to such wholesalers.

 

Also attached as Exhibit 99.2 are net sales and estimated number of months on hand of inventories in the direct customer distribution channel for the Company’s International Pharmaceuticals, Mead Johnson Nutritionals and Related Healthcare products as of March 31, 2005.

 

The Company expects that it will continue to review and refine its methodologies and processes for calculation of these estimates and will continue to review and analyze its own and third parties’ data used in such calculations.

 

This excerpt taken from the BMY 8-K filed Jun 16, 2005.

Item 8.01 Other Events.

 

On June 15, 2005, BMS issued a press release announcing it resolved the investigation by United States Attorney’s Office (“USAO”) for the District of New Jersey relating to wholesaler inventory and various accounting matters by entering into a Deferred Prosecution Agreement (“Agreement”) with the USAO pursuant to which the USAO will file a criminal complaint against BMS in the United States District Court for the District of New Jersey (“District Court”), but will defer prosecution of BMS. If BMS fulfills its obligations under the Deferred Prosecution Agreement, the USAO will dismiss the criminal complaint in two years. Under the Agreement, BMS will make an additional payment of $300 million to the shareholder fund previously established in connection with the company’s settlement with the Securities and Exchange Commission announced in August 2004. In connection with the Agreement, BMS will record an additional reserve of $249 million in the second quarter. In addition, under the Agreement, the Honorable Frederick B. Lacey, a former federal judge, will be appointed as independent Monitor through at least April 2007 to oversee the company’s compliance with all of the terms of the agreement. Under the Agreement, BMS also will be required to appoint one additional non-executive director acceptable to the USAO to its Board within sixty (60) days of the execution of the Agreement. The other obligations of BMS are set forth in the Deferred Prosecution Agreement.

 

The Press release issued June 15, 2005 by Bristol-Myers Squibb Company is filed as Exhibit 99.1 to this report and is incorporated herein by reference. A copy of the Deferred Prosecution Agreement in the form filed with the District Court is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

 

This excerpt taken from the BMY 8-K filed May 12, 2005.

Item 8.01. Other Events.

 

On May 11, 2005, Bristol-Myers Squibb Company issued a press release announcing it had completed the sale of its Oncology Therapeutics Network (OTN) distribution business to One Equity Partners LLC. A copy of the press release is attached to this report as Exhibit 99.1.

 

This excerpt taken from the BMY 8-K filed May 10, 2005.

Item 8.01. Other Events.

 

On May 9, 2005, Bristol-Myers Squibb Company issued a press release announcing it filed with the United States Securities and Exchange Commission its 2005 first quarter Form 10-Q that revises certain financial information relating to additional litigation reserves recorded after the company’s first quarter financial results were announced on April 28, 2005. In the Form 10-Q, pre-tax earnings were reduced by $110 million reflecting additional litigation reserves for previously disclosed matters recorded after the issuance of first quarter financial results. The previously disclosed matters are wholesaler inventory and certain other accounting matters. Total reserves for these matters reported in the Form 10-Q are currently $140 million. A copy of the press release is attached to this report as Exhibit 99.1.

 

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