8-K

UNITED STATES

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): August 1, 2008

BRISTOL-MYERS SQUIBB COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-1136	22-0790350
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Park Avenue New York, New York	10154
	(Zip Code)
(Addresses of principal executive offices)

Registrant’s telephone number, including area code:

(212) 546-4000

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:

¨ 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 2.01 Completion of Acquisition or Disposition of Assets.

On August 1, 2008, Bristol-Myers Squibb Company (the “Company”) completed the previously-announced divestiture of 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 a gross purchase price of approximately $4.1 billion in cash.  The purchase price received by the Company included the estimated post-closing purchase price adjustment based on the Company’s estimate of the closing working capital of the Business.  Total proceeds receivable from the divestiture are subject to further adjustment based on the actual closing working capital of the Business, pursuant to the terms of the Stock and Asset Purchase Agreement, dated May 2, 2008, between the Company and the Buyer (the “Purchase Agreement”).

The sale of the Business was 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 addition to the cash purchase price and as part of the divestiture, the Buyer assumed certain liabilities relating to the Business.

The foregoing descriptions of the Purchase Agreement and the divestiture do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement.  The Purchase Agreement was filed as Exhibit 10.1 to, and the terms of the divestiture are described in, the Company’s Form 8-K filed on May 7, 2008, the contents of which are incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Company’s Unaudited Pro Forma Financial Information is attached hereto as Exhibit 99.2 and is incorporated herein by reference.  The amounts included in the “Amounts Transferred to Discontinued Operations” column within the Company’s Unaudited Pro Forma Financial Information represent the Business’ operating results for the respective periods using the same basis the Company utilizes in its segment reporting.

(d) Exhibits

99.1           Press Release, dated August 1, 2008

99.2           The Company’s Unaudited Pro Forma Financial Information

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.

DATED: August 7, 2008

BRISTOL-MYERS SQUIBB COMPANY,
by
	/s/ Sandra Leung
	Name:  Sandra Leung
	Title:    Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated August 1, 2008
99.2	The Company’s Unaudited Pro Forma Financial Information

EX-99.1

Exhibit 99.1

BRISTOL-MYERS SQUIBB ANNOUNCES

COMPLETION OF CONVATEC DIVESTITURE

(NEW YORK, August 1, 2008) – Bristol-Myers Squibb Company (NYSE:BMY) announced today that Nordic Capital Fund VII and Avista Capital Partners have completed their acquisition of ConvaTec, a business unit of Bristol-Myers Squibb.

For nearly 30 years, ConvaTec has been a pioneer in developing and marketing innovative wound therapeutics and ostomy care products that have helped improve the lives of millions of people worldwide.  ConvaTec continues to be at the forefront of the movement to change the way health care professionals are managing chronic and acute wounds, emphasizing the principles of advanced wound healing and evidence-based medicine.  From its headquarters in Skillman, New Jersey, the company oversees more than 3,500 employees in 91 countries serving patients and their healthcare professionals on six continents.

Citigroup Global Markets, Inc. and Morgan Stanley & Company Inc. served as financial advisors for Bristol-Myers Squibb and Cravath, Swaine & Moore, LLP, served as legal counsel for the company.

Bear, Stearns International Limited acted as financial advisor for Nordic Capital and Avista Capital Partners, JPMorgan plc acted as global coordinator in connection with the debt financing, and White & Case LLP served as legal counsel to Nordic and Avista.

About Bristol-Myers Squibb

Bristol-Myers Squibb Company is a global biopharmaceutical whose mission is to extend and enhance human life.   For more information visit www.bms.com

About Nordic Capital

Nordic Capital is a group of private equity funds focusing primarily on investments in the Nordic region. Nordic Capital creates value in its investments through committed ownership and by targeting strategic development and operational improvements. Founded in 1989, Nordic Capital was one of the private equity pioneers in northern Europe and has invested in a large number of Nordic-based companies operating in different sectors.  For more information, please visit www.nordiccapital.com

About Avista Capital Partners

Founded in 2005, Avista Capital Partners is a leading private equity firm with offices in New York, NY and Houston, TX.  Avista's strategy is to make controlling or influential minority investments primarily in growth-oriented energy, healthcare and media companies. Through its team of seasoned investment professionals and industry experts, Avista seeks to partner with exceptional management teams to invest in and add value to well-positioned businesses. For more information, visit www.avistacap.com.

# # #

Contacts:

Media: Brian Henry, Bristol-Myers Squibb, 609-252-3337, brian.henry@bms.com

Investors: John Elicker, Bristol-Myers Squibb, 212-546-3775, john.elicker@bms.com

EX-99.2

Exhibit 99.2

BRISTOL-MYERS SQUIBB COMPANY CONSOLIDATED STATEMENT OF EARNINGS ADJUSTED FOR CONVATEC DISCONTINUED OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (Unaudited, amounts in millions except per share data)
	As reported
Net Sales	$	10,094
Cost of products sold		3,240
Marketing, selling and administrative		2,299
Advertising and product promotion		739
Research and development		1,608
Acquired in-process research and development		32
Provision for restructuring, net		41
Litigation expense, net		2
Equity in net income of affiliates		(314	)
Other expense, net		19
Total expenses, net		7,666
Earnings from Continuing Operations Before Minority Interest & Taxes		2,428
Provision for income taxes		588
Minority Interest, net of taxes		471
Net Earnings - Continuing Operations		1,369
Discontinued Operations:
Earnings, net of taxes (1)		99
Loss on Disposal, net of taxes		(43	)
		56
Net Earnings	$	1,425
Earnings per Common Share
Basic:
Net Earnings from Continuing Operations	$	0.69
Discontinued Operations:
Earnings, net of taxes (2)		0.05
Loss on Disposal, net of taxes		(0.02	)
Net Earnings per Common Share	$	0.72
Diluted:
Net Earnings from Continuing Operations	$	0.69
Discontinued Operations:
Earnings, net of taxes (2)		0.05
Loss on Disposal, net of taxes		(0.02	)
Net Earnings per Common Share	$	0.72
Average Common Shares Outstanding:
Basic		1,976
Diluted		2,007
(1) The Business' net earnings of $95 million is included within  Discontinued Operations Earnings, net of taxes.
(2) Basic and Diluted Earnings, net of taxes relating to the Business amounted to $0.05 and $0.05, respectively.

BRISTOL-MYERS SQUIBB COMPANY CONSOLIDATED STATEMENT OF EARNINGS ADJUSTED FOR CONVATEC DISCONTINUED OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007 (Unaudited, amounts in millions except per share data)
	As reported			Amounts Transferred to  Discontinued Operations			As Adjusted
Net Sales	$	19,348		$	1,155		$	18,193
Cost of products sold		6,218			350			5,868
Marketing, selling and administrative		4,855			339			4,516
Advertising and product promotion		1,465			50			1,415
Research and development		3,282			55			3,227
Acquired in-process research and development		230			–			230
Provision for restructuring, net		183			–			183
Litigation expense, net		14			–			14
Gain on sale of product assets and businesses		(273	)		–			(273	)
Equity in net income of affiliates		(524	)		–			(524	)
Other expense, net		364			13			351
Total expenses, net		15,814			807			15,007
Earnings from Continuing Operations Before Minority Interest & Taxes		3,534			348			3,186
Provision for income taxes		803			121			682
Minority Interest, net of taxes		763			–			763
Net Earnings - Continuing Operations		1,968			227			1,741
Discontinued Operations:
Earnings, net of taxes		197			227			424
Gain on Disposal, net of taxes		–			–			–
		197			227			424
Net Earnings	$	2,165		$	–		$	2,165
Earnings per Common Share
Basic:
Net Earnings from Continuing Operations	$	1.00		$	(0.12	)	$	0.88
Discontinued Operations:
Earnings, net of taxes		0.10			0.12			0.22
Gain on Disposal, net of taxes		–			–			–
Net Earnings per Common Share	$	1.10		$	–		$	1.10
Diluted:
Net Earnings from Continuing Operations	$	0.99		$	(0.11	)	$	0.88
Discontinued Operations:
Earnings, net of taxes		0.10			0.11			0.21
Gain on Disposal, net of taxes		–			–			–
Net Earnings per Common Share	$	1.09		$	–		$	1.09
Average Common Shares Outstanding:
Basic		1,970						1,970
Diluted		1,980						1,980

BRISTOL-MYERS SQUIBB COMPANY CONSOLIDATED STATEMENT OF EARNINGS ADJUSTED FOR CONVATEC DISCONTINUED OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006 (Unaudited, amounts in millions except per share data)
	As reported			Amounts Transferred to Discontinued Operations			As Adjusted
Net Sales	$	17,256		$	1,048		$	16,208
Cost of products sold		5,739			319			5,420
Marketing, selling and administrative		4,800			331			4,469
Advertising and product promotion		1,340			36			1,304
Research and development		2,991			40			2,951
Provision for restructuring, net		59			–			59
Litigation expense, net		302			–			302
Gain on sale of product assets and businesses		(200	)		–			(200	)
Equity in net income of affiliates		(474	)		–			(474	)
Other expense, net		299			7			292
Total expenses, net		14,856			733			14,123
Earnings from Continuing Operations Before Minority Interest &     Taxes		2,400			315			2,085
Provision for income taxes		538			107			431
Minority Interest, net of taxes		440			–			440
Net Earnings - Continuing Operations		1,422			208			1,214
Discontinued Operations:
Earnings, net of taxes		163			208			371
Gain on Disposal, net of taxes		–			–			–
		163			208			371
Net Earnings	$	1,585		$	–		$	1,585
Earnings per Common Share
Basic:
Net Earnings from Continuing Operations	$	0.73		$	(0.11	)	$	0.62
Discontinued Operations:
Earnings, net of taxes		0.08			0.11			0.19
Gain on Disposal, net of taxes		–			–			–
Net Earnings per Common Share	$	0.81		$	–		$	0.81
Diluted:
Net Earnings from Continuing Operations	$	0.73		$	(0.11	)	$	0.62
Discontinued Operations:
Earnings, net of taxes		0.08			0.11			0.19
Gain on Disposal, net of taxes		–			–			–
Net Earnings per Common Share	$	0.81		$	–		$	0.81
Average Common Shares Outstanding:
Basic		1,960						1,960
Diluted		1,963						1,963

BRISTOL-MYERS SQUIBB COMPANY CONSOLIDATED STATEMENT OF EARNINGS ADJUSTED FOR CONVATEC DISCONTINUED OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 (Unaudited, amounts in millions except per share data)
	As reported			Amounts Transferred to Discontinued Operations			As Adjusted
Net Sales	$	18,605		$	992		$	17,613
Cost of products sold		5,737			291			5,446
Marketing, selling and administrative		4,989			315			4,674
Advertising and product promotion		1,464			40			1,424
Research and development		2,678			40			2,638
Provision for restructuring, net		32			–			32
Litigation expense, net		269			–			269
Gain on sale of product assets and businesses		(569	)		–			(569	)
Equity in net income of affiliates		(334	)		–			(334	)
Other expense, net		35			18			17
Total expenses, net		14,301			704			13,597
Earnings from Continuing Operations Before Minority Interest &     Taxes		4,304			288			4,016
Provision for income taxes		870			98			772
Minority Interest, net of taxes		592			–			592
Net Earnings - Continuing Operations		2,842			190			2,652
Discontinued Operations:
Earnings, net of taxes		145			190			335
Gain on Disposal, net of taxes		13			–			13
		158			190			348
Net Earnings	$	3,000		$	–		$	3,000
Earnings per Common Share
Basic:
Net Earnings from Continuing Operations	$	1.45		$	(0.09	)	$	1.36
Discontinued Operations:
Earnings, net of taxes		0.07			0.09			0.16
Gain on Disposal, net of taxes		0.01			–			0.01
Net Earnings per Common Share	$	1.53		$	–		$	1.53
Diluted:
Net Earnings from Continuing Operations	$	1.44		$	(0.09	)	$	1.35
Discontinued Operations:
Earnings, net of taxes		0.07			0.09			0.16
Gain on Disposal, net of taxes		0.01			–			0.01
Net Earnings per Common Share	$	1.52		$	–		$	1.52
Average Common Shares Outstanding:
Basic		1,952						1,952
Diluted		1,983						1,983