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 19, 2020
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-01136
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22-0790350
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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430 East 29th Street, 14th Floor
New York, NY 10016
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
on which registered
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Common Stock, $0.10 Par Value
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BMY
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New York Stock Exchange
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1.000% Notes due 2025
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BMY25
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New York Stock Exchange
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1.750% Notes due 2035
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BMY35
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New York Stock Exchange
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Bristol-Myers Squibb Contingent Value Rights
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BMY RT
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New York Stock Exchange
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Celgene Contingent Value Rights
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CELG RT
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New York Stock Exchange
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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 ☐
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. ☐
Pursuant to the order dated August 19, 2020 of the Delaware Court of Chancery (the “Court”) in the suit captioned Landers v. Caforio, et al., C.A. No. 2019-0125-AGB, Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) is hereby providing the following notice:
On January 2, 2019, Bristol-Myers Squibb and Celgene Corporation (“Celgene”) entered into an Agreement and Plan of Merger pursuant to which
Bristol-Myers Squibb agreed to acquire Celgene in a cash-and-stock transaction (the “Transaction”). On February 1, 2019, Bristol-Myers Squibb filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4
(the “Registration Statement”), which also served as the joint proxy statement/prospectus to be sent to Bristol-Myers Squibb’s stockholders to solicit stockholder votes to approve, in connection with the Transaction, a proposed issuance of
Bristol-Myers Squibb common stock (the “Issuance”). Also on February 1, 2019 and February 20, 2019, Bristol-Myers Squibb filed Amendment No. 1 and Amendment No. 2, respectively, to the Registration Statement with the SEC. On February 18, 2019,
the members of Bristol-Myers Squibb’s board of directors were named as defendants in a purported stockholder class action filed in the Court by one of our stockholders. The suit is captioned Landers v. Caforio, et al., C.A. No. 2019-0125-AGB. The complaint alleged that Bristol-Myers Squibb’s directors breached their fiduciary duties of care, loyalty, good faith and/or disclosure by failing to
disclose to our stockholders all material information necessary to make an informed decision regarding the Issuance. Among other remedies, the plaintiff sought to hold our directors liable for allegedly breaching their fiduciary duties. After
the complaint was filed, we determined to include additional disclosures concerning the Transaction in a Form 8-K filed with the SEC on April 4, 2019 to moot the Landers
plaintiff’s claims. On April 8, 2019, the Court approved a notice under which the plaintiff voluntarily dismissed the action with prejudice as to herself only, but without prejudice as to any other putative class member. The Court
retained jurisdiction solely for the purpose of adjudicating the anticipated application of plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses in connection with the supplemental disclosures included in the Form 8-K
filed on April 4, 2019. We subsequently agreed to pay $150,000 to plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the action. The Court has not been asked to review, and
will pass no judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.
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.
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BRISTOL-MYERS SQUIBB COMPANY
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Dated: August 20, 2020
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By:
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/s/Katherine R. Kelly
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Name:
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Katherine R. Kelly
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Title:
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Corporate Secretary
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