SEC Info - Bristol Myers Squibb Co. - ‘8-K’ for 2/18/21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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): i February 18, 2021

i BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

i Delaware	i 001-01136	i 22-0790350
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S Employer Identification No.)

430 E. 29th Street, i 14th Floor

i New York, NY, i 10016

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: ( i 212) i 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):

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
i Common Stock, $0.10 Par Value	i BMY	i New York Stock Exchange
i 1.000% Notes due 2025	i BMY25	i New York Stock Exchange
i 1.750% Notes due 2035	i BMY35	i New York Stock Exchange
i Celgene Contingent Value Rights	i CELG RT	i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On February 18, 2021, Bristol-Myers Squibb Company (“Bristol Myers Squibb”) issued a press release announcing the early tender results for its previously announced cash tender offers (the “Offers”) to purchase notes issued by Bristol Myers Squibb and Celgene Corporation, Bristol Myers Squibb’s wholly owned subsidiary (the “Offerors”), for an aggregate purchase price of up to $4.0 billion.

On February 19, 2021, the Offerors also issued a press release announcing the pricing terms of such previously announced Offers.

The Offers are subject to the terms and conditions described in the Offer to Purchase dated February 4, 2021 (as it may be amended or supplemented from time to time), which sets forth a detailed description of the Offers.

Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated herein in their entirety.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are included as part of this Current Report on Form 8-K:

Exhibit No.		Description

99.1		Press release of Bristol-Myers Squibb Company dated February 18, 2021.
99.2		Press release of Bristol-Myers Squibb Company dated February 19, 2021.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press release of Bristol-Myers Squibb Company dated February 18, 2021.
99.2		Press release of Bristol-Myers Squibb Company dated February 19, 2021.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRISTOL-MYERS SQUIBB COMPANY

Dated: February 22, 2021	By:	/s/ *Katherine R. Kelly*
	Name:	Katherine R. Kelly
	Title:	Corporate Secretary

This ‘8-K’ Filing	Date	Other Filings

Filed as of:	2/22/21
Filed on:	2/19/21	8-K
For Period end:	2/18/21
	2/4/21	4, 8-K
		List all Filings

Bristol Myers Squibb Co. – ‘8-K’ for 2/18/21

On: Friday, 2/19/21, at 10:00pm ET · As of: 2/22/21 · For: 2/18/21 · Accession #: 1140361-21-5563 · File #: 1-01136

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