BMY » Topics » Registrants telephone number, including area code: (212) 546-4000

This excerpt taken from the BMY 8-K filed Jan 28, 2010.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 2.02. Results of Operations and Financial Condition.

On January 28, 2010, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and twelve months of 2009. 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.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Dec 24, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 2.02. Completion of Acquisition or Disposition of Assets

On December 23, 2009, Bristol-Myers Squibb Company (the “Company”) completed the previously announced split-off of its 83.1 percent ownership in Mead Johnson Nutrition Company (“Mead Johnson”) to tendering shareholders of the Company. The split-off was effected through the exchange of the Company’s previously held 170 million shares of Mead Johnson Nutrition Company for 269,285,601 outstanding shares of the Company’s stock. The exchange offer was over subscribed.

A copy of the joint press release of the Company and Mead Johnson announcing the completion of the divestiture is attached hereto as Exhibit 99.1.

 

Item 8.01. Other Events.

On December 23, 2009, the Company issued a press release announcing that it is updating its previously disclosed full year 2009 earnings per share from continuing operations guidance. A copy of the press release is furnished as Exhibit 99.2 to this report and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Dec 23, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 17, 2009, the Board of Directors amended the Bylaws of the Registrant primarily to (i) reflect recent statutory developments regarding the setting of record dates and (ii) permit the Secretary and Treasurer of the Registrant to appoint Assistant Secretaries and Assistant Treasurers, respectively. The amendments are described below:

 

  1. Bylaw 50 was amended to track the language in Section 213 of the General Corporation Law of the State of Delaware to allow the Board of Directors to fix one date as the record date to determine the stockholders entitled to receive notice of a stockholder meeting and fix another later date on or before the date of the meeting as the record date to determine stockholders entitled to vote at the meeting. The amendment to Bylaw 50 necessitated corresponding amendments to Sections 7, 11 and 13 of the Bylaws.

 

  2. Bylaws 29, 38 and 39 were amended to permit each of the Treasurer and Secretary to appoint individuals to serve as Assistant Treasurers and Assistant Secretaries of the Company, respectively.

A copy of the revised Bylaws, effective December 17, 2009, is attached to this report as Exhibit 3.1.

 

Item 9.01. Financial Statement and Exhibits.
This excerpt taken from the BMY 8-K filed Dec 18, 2009.

Registrant's telephone number, including area code: (212) 546-4000

 

 

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

  (b)(c) On December 14, 2009, Bristol-Myers Squibb Company (the “Company”), announced the appointment and departure of certain officers as follows:

 

   

Jean-Marc Huet, Executive Vice President and Chief Financial Officer, will resign from the Company effective December 31, 2009.

 

   

Charles A. Bancroft will be appointed as Acting Chief Financial Officer of the Company, effective January 1, 2010. He will become a member of the Management Council, the Company’s senior-most leadership team. Mr. Bancroft, 50, has worked for the Company for twenty-five (25) years and has held positions of increasing responsibility within the finance organization, including international assignments and senior leadership positions in the global pharmaceutical business. He has been in his current role as Vice President, Finance for Bristol-Myers Squibb’s worldwide pharmaceuticals group since October 2005. From January 2002 until October 2005, Mr. Bancroft served as Vice President, Finance International for Bristol-Myers Squibb’s worldwide pharmaceuticals group.

There are no arrangements or understandings between Mr. Bancroft and any other persons pursuant to which Mr. Bancroft was selected as an officer. There are no related party transactions between the Company and Mr. Bancroft.

A copy of the press release dated December 14, 2009 announcing Mr. Huet’s departure and Mr. Bancroft’s appointment as Acting Chief Financial Officer is attached hereto as Exhibit 99.1.

 

  (e) Effective January 1, 2010 and in connection with Mr. Bancroft’s promotion to Acting Chief Financial Officer of the Company, Mr. Bancroft will receive the following compensation:

 

   

An annual base salary of $500,000;

 

   

An annual discretionary incentive payment under the Company’s Senior Executive Performance Incentive Plan or any successor annual bonus plan based on a target bonus opportunity of 80% of his base salary based on the attainment of one or more pre-established performance goals established by the Board or a Board Committee;

 

   

Participation in the standard annual long-term incentive award program, including eligibility to receive grants of restricted stock units and performance shares, the terms of which will be based on the Company’s standard form of equity award agreements under the Company’s 2007 Stock Award and Incentive Plan; and

 

   

Change-in-control benefits in the same form as provided to other Named Executive Officers of the Company.


Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press release dated December 14, 2009.


This excerpt taken from the BMY 8-K filed Nov 12, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 5, 2009 Mead Johnson Nutrition Company (“MJN”), an indirect subsidiary of Bristol-Myers Squibb Company (the “Company”), issued $500.0 million aggregate principal amount of 3.50% Notes due 2014 (the “2014 Notes”), $700.0 million aggregate principal amount of 4.90% Notes due 2019 (the “2019 Notes”) and $300.0 million aggregate principal amount of 5.90% Notes due 2039 (the “2039 Notes” and, together with the 2014 Notes and the 2019 Notes, the “Notes”). The Notes were issued pursuant to the Indenture (the “Base Indenture”), dated as of November 1, 2009, by and between MJN and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture”), dated as of November 5, 2009, by and among MJN, Mead Johnson & Company (“MJC”), a direct wholly-owned subsidiary of MJN, and the Trustee. The Notes were issued in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended.

Prior to the offer, MJC owed approximately $1,744.2 million in aggregate principal amount to a subsidiary of the Company under intercompany notes (the “Intercompany Debt”). MJN used the net proceeds of the offering, which were approximately $1,482.7 million, to partly repay the Intercompany Debt on November 5, 2009. On November 10, 2009, MJN borrowed $200.0 million under its revolving credit agreement and used such proceeds, together with cash on hand, to repay all but $50 million of the remaining balance of the Intercompany Debt. The Intercompany Debt that remains outstanding is a portion of the floating rate note due 2014.

Under their terms, the 2014 Notes bear interest at a rate of 3.50% per year, the 2019 Notes bear interest at a rate of 4.90% per year and the 2039 Notes bear interest at a rate of 5.90% per year. MJN will pay interest on the Notes semi-annually on May 1 and November 1 of each year, beginning May 1, 2010. The 2014 Notes will mature on November 1, 2014, the 2019 Notes will mature on November 1, 2019 and the 2039 Notes will mature on November 1, 2039. The Notes are unsecured and rank equally with all of MJN’s existing and future unsecured senior indebtedness and are guaranteed by MJC. The Notes contain certain customary events of default and covenants, including limitations on consolidation, mergers, and sales of assets, limitations on the incurrence of certain liens, and limitations on certain sale and leaseback transactions.

At MJN’s option, it may redeem some or all of the Notes, at any time or from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the date of the redemption and (ii) the sum of the net present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the date of redemption at a specified rate, plus accrued and unpaid interest on the principal amount to be redeemed to the date of the redemption. Additionally, if a change of control triggering event occurs, each holder of the Notes will have the right to require MJN to purchase all or a portion of such holder’s Notes, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest.

In connection with the issuance of the Notes, on November 5, 2009, MJN and MJC entered into a Registration Rights Agreement with Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated. Under the Registration Rights Agreement, MJN agreed to use its reasonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the Notes for freely tradable notes issued by MJN that are registered with the Securities and Exchange Commission and that have terms substantially identical in all material respects to the Notes. If MJN is unable to effect the exchange offer, MJN will use its reasonable best efforts to file and cause to become effective a shelf registration statement relating to resales of the Notes. MJN will be obligated to pay additional interest on the Notes if it does not complete the exchange offer (or, if required, the shelf registration is not declared effective) within 270 days after the issue date of the Notes.

The above description of the Base Indenture, Supplemental Indenture (including the Notes) and Registration Rights Agreement is qualified in its entirety by reference to the terms of those agreements, forms of which are attached as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Jul 23, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 2.02. Results of Operations and Financial Condition.

On July 23, 2009, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing its financial results for the second quarter of 2009. 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 are Exhibit 99.2, a supplemental investor presentation, and Exhibit 99.3, certain supplemental information, both of which are posted on the Company’s website at www.bms.com.

 

Item 8.01. Other Events.

On July 22, 2009, the Company and Medarex, Inc. issued a press release announcing that the companies have signed a definitive merger agreement that provides for the acquisition of Medarex, Inc. by the Company, for $16.00 per share in cash. A copy of the press release announcing the planned acquisition is filed as Exhibit 99.4 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Apr 28, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

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 2.02. Results of Operations and Financial Condition.

On April 28, 2009, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing its financial results for the first quarter of 2009. 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.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Apr 28, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 April 28, 2009, Bristol-Myers Squibb Company (Company) filed its Form 10-Q for the quarter ended March 31, 2009. In this Form 10-Q, the Company reported its change in reporting segments effective January 1, 2009. The Company has also prepared revised consolidated financial statements for each of the years ended December 31, 2008, 2007 and 2006, which supersede the consolidated financial statements filed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. These revised financial statements are revised to reflect the changes in the measurement of segment profit effective January 1, 2009. These revised financial statements also reflect the retrospective presentation and disclosure requirements of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. A copy of these revised consolidated financial statements and the Report of Independent Registered Public Accounting Firm is filed as Ex. 99.1 to this Report. Also filed as Ex. 23 to this Report is the Consent of Independent Registered Public Accounting Firm. The changes in the attached consolidated financial statements from those filed with our Annual Report on Form 10-K are summarized below:

Notes 3 and 22 of the consolidated financial statements were revised to reflect the retroactive effect of the new measurement of segment income and reconciliation to pre-tax income. The Managements’ Discussion and Analysis of Financial Condition and Results of Operations were also revised to reflect the new measurement.

The Consolidated Statements of Earnings, Consolidated Balance Sheets and Consolidated Statements of Cash Flows, Notes 1, 7, 12, 19 and 26 to the consolidated financial statements and the Five Year Financial Summary were revised to reflect the retrospective presentation and disclosure requirements of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.

 

Item 9.01. Financial Statements and Exhibits

 

  (d) The following exhibits are included in this Report:

 

Ex. 23   Consent of Deloitte & Touche LLP
Ex. 99.1   Revised consolidated financial statements for the years ended December 31, 2008, 2007 and 2006

 

(i)


This excerpt taken from the BMY 8-K filed Apr 6, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 April 6, 2009, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing an agreement with Otsuka Pharmaceutical Co., Ltd. (“Otsuka”) to extend the U.S. portion of the companies’ long-standing agreement for the development and commercialization of ABILIFY® (aripiprazole) from the currently scheduled end date of November 2012 until the expected loss of exclusivity in April 2015. In addition, the Company announced that it and Otsuka have established an oncology collaboration for two Bristol-Myers Squibb products, SPRYCEL® (dasatinib) and IXEMPRA® (ixabepilone). The Company also announced that it is confirming its previously disclosed full year 2009 earnings per share (“EPS”) guidance on a GAAP basis, 2009 EPS guidance on a non-GAAP basis, and non-GAAP EPS compounded annual growth rate guidance from 2007 through 2010, subject to certain assumptions, and that it expects a minimum $0.30 EPS accretion in 2013 and 2014 from this agreement. 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.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Mar 6, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c), (d) On March 3, 2009, the Company’s Board of Directors appointed Lamberto Andreotti to serve as the company’s President and Chief Operating Officer and elected Mr. Andreotti as a member of the Board of Directors. The size of the Board of Directors was increased to eleven in connection with Mr. Andreotti’s election.

Mr. Andreotti is 58 years old and has worked for the company for eleven (11) years. He served as Executive Vice President and Chief Operating Officer from May 2007 until his current appointment as President and Chief Operating Officer. From September 2005 to May 2007, Mr. Andreotti served as Executive Vice President, Worldwide Pharmaceuticals. From November 2002 to September 2005, Mr. Andreotti served as Senior Vice President and International President of the Worldwide Medicine Group. Mr. Andreotti is Vice-Chairman of the Board of Directors of Mead Johnson Nutrition Company.

Due to his employment with the company, the Board of Directors has determined that Mr. Andreotti is not independent under the New York Stock Exchange Listing Standards or the independence standards adopted by the Board of Directors. Mr. Andreotti will stand for election by the company’s stockholders at the Annual Meeting of Stockholders on May 5, 2009.

Mr. Andreotti was not selected as a director pursuant to any arrangement or understanding between him and any other person. There are no related party transactions between the company and Mr. Andreotti.

Mr. Andreotti will receive compensation for his service as President and Chief Operating Officer in accordance with the company’s standard executive compensation program. Mr. Andreotti will not be compensated for his service as a director of the company.

A copy of the press release announcing Mr. Andreotti’s election is attached to this report as Exhibit 99.1.

 

Item 9.01. Financial Statement and Exhibits.
This excerpt taken from the BMY 8-K filed Jan 27, 2009.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 2.02. Results of Operations and Financial Condition.

On January 27, 2009, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and twelve months of 2008. 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.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Oct 23, 2008.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 2.02. Results of Operations and Financial Condition.

On October 23, 2008, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing its financial results for the third quarter of 2008. 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.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the BMY 8-K filed Sep 12, 2008.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On September 9, 2008, the Board amended Bylaws of the Registrant primarily to reflect recent statutory and case law developments. The amendments are described below:

 

  1. Bylaw 4 was amended to formulate a more current and comprehensive bylaw relating to the advance notice of stockholder business and director nominations. These changes clarify the guidelines for stockholders and the Board of Directors and are intended to foreclose potential disputes over matters relating to the requisite advance notice and treatment of stockholder business and director nominations. Bylaw 4 was amended to expressly require the stockholder giving notice of a stockholder proposal to describe any arrangement or agreement between or among such stockholder, any beneficial owner, any of their respective affiliates or associates and any others acting in concert with any of the foregoing with respect to the nomination or proposal. The time period during which notices must be delivered was revised to provide a 90 - 120 day window pegged to the anniversary of the preceding year’s annual meeting, rather than the date of the prior year’s proxy statement. The amendments also clarify that the public announcement of an adjournment or postponement of an annual or special meeting will not commence a new time period (or extend any time period) for the giving of notice. The revisions to Bylaw 4 enhance the Board of Directors’ ability to prepare for and address issues that could arise at stockholder meetings, while safeguarding the rights of stockholders to make director nominations or business proposals.

 

  2. Bylaw 23 was amended to make the advancement of expenses mandatory and to clarify that any repeal or modification of this bylaw will not eliminate the indemnification protections afforded in respect of any proceeding arising out of, or related to, any act or omission occurring prior to the time of such repeal or modification. In addition, a new provision was added to clarify that a director or officer is entitled to be indemnified for the expenses incurred in filing a suit to recover any unpaid amounts of indemnification or advancement of expenses.

 

  3. Bylaw 25(d) was amended to affirmatively opt into Section 141(c)(2) of the Delaware General Corporation Law.

 

  4. Bylaw 31 was amended to limit the manner in which an officer may resign to giving notice solely in writing consistent with Section 142(b) of the Delaware General Corporation Law.

 

  5. Bylaw 44 was amended to replace the word “corporation” with “entity” to reflect the increasing number of alternate entities from which Registrant may borrow capital.

 

  6. Bylaw 47 was amended to provide that all signatures on a stock certificate may be a facsimile consistent with Section 158 of the Delaware General Corporation Law.


  7. Bylaw 53 was amended to clarify the manner in which notice is given by mail consistent with Section 222(b) of the Delaware General Corporation Law.

 

  8. Bylaw 54 was added to track the “householding” language of Section 233 of the Delaware General Corporation Law. This enables the Registrant to provide one copy of any notice to all stockholders of record who share an address, under certain circumstances.

A copy of the revised Bylaws, effective September 9, 2008, is attached to this report as Exhibit 3.1.

 

Item 9.01. Financial Statement and Exhibits.
This excerpt taken from the BMY 8-K filed Aug 1, 2008.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 July 31, 2008, Bristol-Myers Squibb Company (“BMS”) filed a Form 8-K attaching a press release announcing its proposal to enter into an agreement to acquire ImClone Systems Incorporated (“ImClone”) for $60 per share in cash. As stated in the press release, BMS conducted an investor relations conference call on July 31, 2008 at 8:30 a.m., (EDT), to discuss the proposed acquisition of ImClone. Both the audio web cast replay and a written transcript of the conference are now available on www.bms.com/ir. The transcript of the conference call is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  99.2. Transcript of the July 31, 2008 Investor Relations conference call.


This excerpt taken from the BMY 8-K filed Jul 24, 2008.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 2.02. Results of Operations and Financial Condition.

On July 24, 2008, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing its financial results for the second quarter of 2008. 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.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Press release of Bristol-Myers Squibb Company dated July 24, 2008
99.2.    Certain supplemental information posted on Bristol-Myers Squibb Company’s website at www.bms.com not included in the press release


This excerpt taken from the BMY 8-K filed May 7, 2008.

Registrant’s telephone number, including area code: (212) 546-4000

 

 

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 1.01. Entry into a Material Definitive Agreement.

On May 2, 2008, Bristol-Myers Squibb Company (the “Company”) entered into a Stock and Asset Purchase Agreement (the “Agreement”) to sell the Company’s ConvaTec business (the “Business”) to Cidron Healthcare Limited (the “Buyer”), an affiliate of Nordic Capital Fund VII (“Nordic Capital”) and Avista Capital Partners (“Avista”), for $4.1 billion in cash. The final purchase price is subject to adjustment based on (i) closing working capital of the Business and (ii) the amount (if greater than $1,500,000) by which EBITDA (as defined in the Agreement) as derived from the audited 2007 financial statements of the Business to be delivered by the Company between signing and closing is less than EBITDA as derived from the unaudited 2007 financial statements of the Business, multiplied by 11.5, up to a maximum such adjustment of $115,000,000. If EBITDA as derived from the audited 2007 financial statements of the Business is less than EBITDA as derived from the unaudited 2007 financial statements of the Business by more than $10,000,000, the Buyer may terminate the Agreement.

The sale of the Business will be effected through the transfer to the Buyer of (i) all of the outstanding capital stock of certain of the Company’s indirect subsidiaries and (ii) certain specified assets and liabilities of the Company and certain of its subsidiaries.

In the Agreement, the Company and the Buyer have made certain customary representations and warranties and have agreed to certain customary covenants. Specifically, (i) before the closing, the Company and its applicable subsidiaries will be subject to certain business conduct restrictions with respect to the Business and (ii) for three years following the closing, the Company will be prohibited from engaging in any business that competes in any material respect with the Business, subject to certain exceptions as described in the Agreement. The Agreement provides that the Company and the Buyer will indemnify each other for losses arising from certain breaches of the Agreement and for certain other liabilities.

The transaction is expected to close in the third quarter of 2008, pending customary regulatory approvals (including in the United States and the European Union), delivery of the audited 2007 financial statements of the Business and satisfaction of certain other customary closing conditions. There is no financing condition to the obligations of the Buyer to consummate the transaction, and equity and debt commitments for the full purchase price are in place. The Buyer has entered into a fully committed loan agreement that provides for funding by the lenders thereunder, with no material conditions other than the conditions under the Agreement and customary conditions relating to the delivery of closing documents and financial information, as well as conditions related to the status of the Buyer. Nordic Capital and funds associated with Avista have severally guaranteed the obligations of the Buyer under the Agreement.

The Company and the Buyer have agreed to enter into related transaction agreements at the closing, including a transitional services agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement itself, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1.

 

Item 8.01. Other Events.

On May 1, 2006, Bristol-Myers Squibb Company issued $600,000,000 aggregate principal amount of its 5.450% Notes due 2018 and $1,000,000,000 aggregate principal amount of its 6.125% Notes due 2038 in a registered public offering.

 

Item 9.01. Financial Statements and Exhibits.
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