-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UdmkNG3lyKfdycR8kg6No/UfmVkgNLN0fuj2NyCIsg11h0TceuLSDM3OeCwfBTay uPEO35aEcwSLs/USlHysvQ== 0000950157-08-000779.txt : 20081008 0000950157-08-000779.hdr.sgml : 20081008 20081007194104 ACCESSION NUMBER: 0000950157-08-000779 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081006 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081008 DATE AS OF CHANGE: 20081007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01136 FILM NUMBER: 081113151 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 8-K 1 form8-k.htm CURRENT REPORT form8-k.htm
 
 

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): October 6, 2008

BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)

Delaware
1-1136
22-079-0350
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

345 Park Avenue
New York, NY 10154
(Address of Principal Executive Office)

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):
 
o
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
  
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 October 6, 2008, Bristol-Myers Squibb Company (the “Company”) issued a press release commenting on the announcement made by Eli Lilly and Company earlier on the same day to acquire ImClone Systems Incorporated (“ImClone”) for $70 per share.  The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibits No.
  
Description
     
99.1.
  
Press release dated October 6, 2008


 

 
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:  October 6, 2008
BRISTOL-MYERS SQUIBB COMPANY
   
 
By:
/s/ Sandra Leung
   
Name:  Sandra Leung
   
Title:    Senior Vice President, General Counsel and Secretary
 
 

 
 

 
EXHIBIT INDEX


Exhibits No.
  
Description
     
99.1.
  
Press release dated October 6, 2008


 
 
 
 
EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
 
Exhibit 99.1
 
 
 
Bristol-Myers Squibb Comments on Eli Lilly as New Erbitux Marketing Partner
 
 
Will Receive $1 Billion Upon Completion of Transaction
 
 
PRINCETON, N.J., October 06, 2008 - Eli Lilly and Company (NYSE: LLY) announced today that it will acquire ImClone Systems (NASDAQ:IMCL) for $70 per share, or approximately $6.5 billion. Bristol-Myers Squibb Company (NYSE:BMY) currently owns approximately 16.6 percent of all outstanding shares of ImClone. Based on Bristol-Myers Squibb’s ownership of 14.4 million shares of ImClone, the transaction will be worth approximately $1 billion in cash to Bristol-Myers Squibb.
 
“We are pleased to have initiated a process that has resulted in the substantial increase of ImClone’s value for all of its stockholders,” said James M. Cornelius, Chairman and Chief Executive Officer, Bristol-Myers Squibb. “We are also proud to have contributed to this creation of value by providing commercial and R&D support to the company over the course of our relationship, which will continue now with Eli Lilly, a well-respected research organization.
 
“From the beginning, we had viewed our potential acquisition of ImClone as a strategically and financially sound add-on to our oncology business, consolidating a successful relationship that has extended over seven years. We felt it was in the best interest of Bristol-Myers Squibb shareholders not to raise our previous $62/share all cash offer, exercising discipline and evaluating this potential investment within the context of other alternatives open to the company.
 
“Looking ahead, we will work closely with Eli Lilly and Company, a company I know well, to continue to bring to patients not only ERBITUX®, the important cancer therapy we co-commercialize in the U.S. and Canada with ImClone, and co-develop in Japan with Merck KGaA and ImClone, but other compounds, including IMC-11F8, under development by ImClone to which Bristol-Myers Squibb holds long-term marketing rights.”
 
About Bristol-Myers Squibb
 
Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to extend and enhance human life.
 
Bristol-Myers Squibb
Communications:
Tracy Furey, 609-252-3208
Brian Henry, 609-252-3337
or
Investor Relations:
John Elicker, 212-546-3775

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