S-8

As filed with the Securities and Exchange Commission on March 10, 2020

No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Bristol-Myers Squibb Company
(Exact name of registrant as specified in its charter)

Delaware	22-0790350
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

430 East 29th Street, 14th Floor, New York, New York 10016
(212) 546-4000
(Address including Zip Code of Principal Executive Offices)

Bristol-Myers Squibb Company 2017 Stock Incentive Plan
Bristol-Myers Squibb Company 2014 Equity Incentive Plan

(Full title of the plan)

Sandra Leung, Esq.
Bristol-Myers Squibb Company
430 East 29th Street, 14th Floor
New York, New York 10016
(212) 546-3309
(Name, address and telephone number, including area code, of agent for service)

With a copy to:

Sophia Hudson, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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 7(a)(2)(B) of the Securities Act.     ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(3)
Bristol-Myers Squibb Contingent Value Rights (CVRs)	12,241,001	$3.41	$41,741,813.41	$5,419

(1) This Registration Statement on Form S-8 (“Registration Statement”) registers offers and sales of 12,241,001 Bristol-Myers Squibb Contingent Value Rights (“CVRs”) that may be issuable to holders (other than former employees of Celgene Corporation (“Celgene”) at the effective time of the Merger (as defined below)) of certain stock options, restricted stock units, performance stock units and restricted stock awards of the Company, in connection with the merger (“Merger”) of Burgundy Merger Sub, Inc., a wholly-owned subsidiary of Bristol-Myers Squibb Company (“Merger Sub”), with and into Celgene, pursuant to the Agreement and Plan of Merger, dated as of January 2, 2019 (“Merger Agreement”), among Bristol-Myers Squibb Company, Merger Sub and Celgene.

(2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933 (“Securities Act”), as amended. The price per CVR is based on the average of the high and low prices reported for a CVR on the New York Stock Exchange on March 4, 2020.

(3) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $129.80 per $1,000,000 of the proposed maximum aggregate offering price.

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Bristol-Myers Squibb Company (the “Registrant” or the “Company”) is filing this Registration Statement to register 12,241,001 additional CVRs that may be issuable to holders (other than former employees of Celgene at the effective time of the Merger) of certain stock options, restricted stock units, performance stock units and restricted stock awards of the Company, pursuant to and subject to the terms of (a) the Merger Agreement; (b) the Bristol-Myers Squibb Company 2017 Stock Incentive Plan (F/K/A Celgene Corporation 2017 Stock Incentive Plan) and the Bristol-Myers Squibb Company 2014 Equity Incentive Plan (F/K/A Celgene Corporation 2014 Equity Incentive Plan), each of which was formerly a Celgene equity incentive plan and was assumed by the Company in connection with the Merger; and (c) the Contingent Value Rights Agreement, dated November 20, 2019, between the Company and Equiniti Trust Company, as trustee, in favor of each person who from time to time holds one or more CVRs.

This Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-235254), filed with Securities and Exchange Commission (the “Commission”) on November 25, 2019.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference

The following documents filed with the Commission by the Company pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”) are incorporated herein by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the Commission on February 24, 2020).

(b) The Company’s Current Reports on Form 8-K filed with the Commission on February 5, 2020, February 24, 2020 and March 9, 2020.

(c) All future reports filed pursuant to Section 13(a) and 15(d) of the 1934 Act by the Company since the end of the fiscal year covered by the annual report referred to in (a) above; provided, however, that the foregoing shall not include the incorporation by reference of any information furnished pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.

(d) The description of the CVRs, which is contained in the Company’s Registration Statement on Form 8-A12B (File No. 001-01136) (filed with the Commission on November 18, 2019), as updated by the description of the Company’s registered securities filed as Exhibit 4ggg to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the Commission on February 24, 2020), including any amendments or supplements thereto.

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of the filing of such documents (other than current reports furnished under Items 2.02, 7.01 or 9.01 of Form 8-K). Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.          Exhibits.

Exhibit
Number	Description
4.1	Amended and Restated Certificate of Incorporation of Bristol-Myers Squibb Company (incorporated herein by reference to Exhibit 3a to Bristol Myers-Squibb Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005).
4.1A	Certificate of Correction to the Amended and Restated Certificate of Incorporation, effective as of December 24, 2009 (incorporated herein by reference to Exhibit 3b to Bristol Myers-Squibb Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
4.1B	Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 7, 2010 (incorporated herein by reference to Exhibit 3a to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 10, 2010).
4.1C	Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 7, 2010 (incorporated herein by reference to Exhibit 3b to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 10, 2010).
4.2	Bylaws of Bristol-Myers Squibb Company, as amended as of November 2, 2016 (incorporated herein by reference to Exhibit 3.1 to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on November 4, 2016).
4.3	Contingent Value Rights Agreement, between Bristol Myers Squibb Company and Equiniti Trust Company, dated November 20, 2019 (incorporated by reference to Exhibit 4ccc to Bristol Myers-Squibb Company’s Form 10-K dated February 24, 2020 and filed on February 24, 2020).
5.1*	Opinion of Kirkland & Ellis LLP.
23.1*	Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm of Bristol-Myers Squibb Company.
23.2*	Consent of KPMG LLP, independent registered public accounting firm of Celgene Corporation.
23.3*	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (included in the signature pages hereof).
99.1	Bristol-Myers Squibb Company 2017 Stock Incentive Plan (F/K/A Celgene Corporation 2017 Stock Incentive Plan) (incorporated by reference to Exhibit 99.1 to Bristol Myers-Squibb Company’s Form S-8 filed on November 25, 2019).
99.2	Bristol-Myers Squibb Company 2014 Equity Incentive Plan (F/K/A Celgene Corporation 2014 Equity Incentive Plan) (incorporated by reference to Exhibit 99.2 to Bristol Myers-Squibb Company’s Form S-8 filed on November 25, 2019).

*Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 10th day of March, 2020.

BRISTOL-MYERS SQUIBB COMPANY
By:	/s/ Sandra Leung
	Sandra Leung
	Executive Vice President and General Counsel

3

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Sandra Leung and Katherine R. Kelly as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the name of each of the undersigned in his or her capacity to any and all amendments (including any post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or advisable to be done, as fully to all intents and purposes as the undersigned might or could do in person, and each of the undersigned hereby ratifies and confirms that the said attorney-in-fact or agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Giovanni Caforio	Chief Executive Officer and Director (Principal Executive Officer)	March 10, 2020
Giovanni Caforio, M.D.
/s/ David V. Elkins	Chief Financial Officer (Principal Financial Officer)	March 10, 2020
David V. Elkins
/s/ Karen M. Santiago	Senior Vice President and Corporate Controller (Principal Accounting Officer)	March 10, 2020
Karen M. Santiago
/s/ Vicki L. Sato, Ph.D.	Lead Independent Director	March 10, 2020
Vicki L. Sato, Ph.D.
/s/ Peter J. Arduini	Director	March 10, 2020
Peter J. Arduini
/s/ Robert Bertolini	Director	March 10, 2020
Robert Bertolini
/s/ Michael W. Bonney	Director	March 10, 2020
Michael W. Bonney
/s/ Matthew W. Emmens	Director	March 10, 2020
Matthew W. Emmens
/s/ Michael Grobstein	Director	March 10, 2020
Michael Grobstein
/s/ Julia A. Haller	Director	March 10, 2020
Julia A. Haller, M.D.
/s/ Alan J. Lacy	Director	March 10, 2020
Alan J. Lacy
/s/ Dinesh C. Paliwal	Director	March 10, 2020
Dinesh C. Paliwal
/s/ Theodore R. Samuels	Director	March 10, 2020
Theodore R. Samuels
/s/ Gerald L. Storch	Director	March 10, 2020
Gerald L. Storch
/s/ Karen H. Vousden, Ph.D.	Director	March 10, 2020
Karen H. Vousden, Ph.D.
/s/ Phyllis R. Yale	Director	March 10, 2020
Phyllis R. Yale

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EX-5.1

Exhibit 5.1

601 Lexington Avenue New York, NY 10022 United States
+1 212 446 4800
www.kirkland.com Facsimile +1 212 446 4900

March 10, 2020

Bristol-Myers Squibb Company

430 East 29th Street, 14th Floor

New York, NY, 10016

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as special counsel for Bristol-Myers Squibb Company, a Delaware corporation (the “Registrant”), in connection with the preparation and filing by the Registrant of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering by the Registrant of up to 12,241,001 Bristol-Myers Squibb Contingent Value Rights (“CVRs”), issuable from to time to holders of certain stock options, restricted stock units, performance stock units, and restricted stock awards granted under the Bristol-Myers Squibb Company 2017 Stock Incentive Plan (F/K/A Celgene Corporation 2017 Stock Incentive Plan) and the Bristol-Myers Squibb Company 2014 Equity Incentive Plan (F/K/A Celgene Corporation 2014 Equity Incentive Plan) (collectively, “Plans”), which were converted pursuant to that certain Agreement and Plan of Merger, dated as of January 2, 2019 (“Merger Agreement”), among the Registrant, Burgundy Merger Sub, Inc., a wholly-owned subsidiary of the Registrant and Celgene Corporation.

In connection with the issuance of the CVRs, the Registrant has entered into a Contingent Value Rights Agreement (the “CVR Agreement”) with Equiniti Trust Company, as trustee (“Trustee”). The CVRs, when issued in accordance with the Merger Agreement, the CVR Agreement and the Plans, are referred to herein as the “Merger CVRs” and the issuance of the Merger CVRs is referred to herein as the “Issuance.”

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Merger Agreement, (ii) the CVR Agreement (including the form of the certificates representing the CVRs appended thereto), (iii) the Amended and Restated Certificate of Incorporation of the Registrant, as amended through the date hereof, (iv) the Amended and Restated Bylaws of the Registrant, as amended through the date hereof, (v) resolutions of the board of directors of the Registrant with respect to the Issuance, and (vi) the Plans.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, the due authorization, execution and delivery of all documents by the parties thereto (other than, with respect to due authorization, the Registrant) and that the CVR Agreement constitutes a valid, binding and enforceable agreement of each party thereto (other than as expressly covered below in respect of the Registrant). We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of the Registrant and others as to factual matters.

Beijing    Boston    Chicago    Dallas    Hong Kong    Houston    London    Los Angeles    Munich    Palo Alto    San Francisco    Shanghai    Washington, D.C.

Bristol-Myers Squibb Company

March 10, 2020

Page 2

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective under the Securities Act, and (ii) the Merger CVRs are issued and delivered in accordance with the terms of the Merger Agreement, the CVR Agreement and the Plans and as contemplated by the Registration Statement, the Merger CVRs will constitute binding obligations of the Registrant.

Our opinion is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) or (iii) public policy considerations that may limit the rights of parties to obtain certain remedies. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Our advice is limited to the Delaware General Corporation Law and the laws of the State of New York. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

We have assumed that certificates, if any, representing the Merger CVRs will be properly executed and delivered and that all other actions appropriate for the issuances of such Merger CVRs, including authentication by the Trustee, if applicable, are taken. Our opinion assumes that the Registration Statement will become effective under the Securities Act before any CVRs covered by such Registration Statement are issued or sold.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Very truly yours,

/s/ KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 24, 2020 relating to the financial statements of Bristol-Myers Squibb Company and the effectiveness of Bristol-Myers Squibb Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Bristol-Myers Squibb Company for the year ended December 31, 2019.

/s/ DELOITTE & TOUCHE LLP

Parsippany, New Jersey

March 9, 2020

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 26, 2019, with respect to the consolidated balance sheets of Celgene Corporation as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, the related notes, and the consolidated financial statement schedule, “Schedule II – Valuation and Qualifying Accounts” (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the Form 8-K/A of Bristol-Myers Squibb Company dated February 5, 2020.

Our report dated February 26, 2019 on the consolidated financial statements refers to the Company’s adoption on a prospective basis of FASB Accounting Standards Update No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” and Accounting Standards Update No. 2018-03, “Technical Corrections and Improvements to Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities" which requires accounting for certain equity investments and financial liabilities under the fair value option with changes in fair value recognized in Net income. The Company recognized a cumulative effect adjustment of $731 million to Retained Earnings on January 1, 2018 due to the adoption of these new accounting standards.

/s/ KPMG LLP

Short Hills, New Jersey
March 9, 2020