SEC Info - 3M Co. - ‘8-K’ for 8/4/22

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 August 4, 2022

i 3M COMPANY

(Exact Name of Registrant as Specified in Its Charter)

i Delaware	File No. i 1-3285	i 41-0417775
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

i 3M Center, i St. Paul, i Minnesota		i 55144-1000
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s Telephone Number, Including Area Code) ( i 651) i 733-1110

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):

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, Par Value $.01 Per Share	i MMM	i New York Stock Exchange
	MMM	Chicago Stock Exchange, Inc.
i 0.950% Notes due 2023	i MMM23	i New York Stock Exchange
i 1.500% Notes due 2026	i MMM26	i New York Stock Exchange
i 1.750% Notes due 2030	i MMM30	i New York Stock Exchange
i 1.500% Notes due 2031	i MMM31	i New York Stock Exchange

Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 August 4, 2022, 3M Company (“3M”) issued a press release announcing the commencement of an exchange offer to effect the separation of its Food Safety Business, in furtherance of the previously announced Reverse Morris Trust transaction with Neogen Corporation (“Neogen”) through the merger of Garden SpinCo Corporation, currently a wholly-owned subsidiary of 3M formed to hold the Food Safety Business, with a subsidiary of Neogen. The transactions are subject to customary conditions, including approval by Neogen shareholders. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated as of August 4, 2022, of 3M Company
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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 thereunto duly authorized.

	3M COMPANY

	By:	/s/ *Michael M. Dai*
		Michael M. Dai,
		Vice President, Associate General Counsel & Secretary

Dated: August 4, 2022

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	8/4/22	None on these Dates
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3M Co. – ‘8-K’ for 8/4/22

On: Thursday, 8/4/22, at 1:08pm ET · For: 8/4/22 · Accession #: 1140361-22-28159 · File #: 1-03285

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Current Report — Form 8-K

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‘8-K’ — Current Report

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