Delaware
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22-0790350
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large Accelerated Filer
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☒ |
Accelerated Filer
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☐
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be
registered (1)
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Proposed maximum
offering price per unit
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Proposed maximum
aggregate offering price
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Amount of
registration fee(3)
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Common Stock, par value $0.10 per share
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15,000,000
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$
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62.14
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(2)
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$
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932,100,000
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(2)
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$
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101,692.11
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(1) |
This Registration Statement on Form S-8 (the “Registration Statement”) registers offers and sales of 15,000,000 shares of common stock, par value $0.10 per share (“Common Stock”), of Bristol-Myers Squibb Company (the “Company” or the
“Registrant”). Pursuant to Rule 416(a), the number of shares being registered shall be adjusted to include any additional shares that may become issuable as a result of stock splits, stock dividends or similar transactions in accordance
with the anti-dilution provisions of the 2021 Stock Award and Incentive Plan and agreements evidencing awards granted thereunder.
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(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 share of Common Stock is based on the average of
the high and low prices reported for a share of Common Stock on the New York Stock Exchange on April 30, 2021.
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(3) |
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.
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Item 3. |
Incorporation of Documents by Reference.
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(a)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 10, 2021,
including the information specifically incorporated by reference into that Annual Report on Form 10-K from the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on March 25, 2021.
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(b)
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All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than information contained in Current Reports on Form 8-K that is deemed
furnished and not filed, since the end of the fiscal year covered by the annual report referred to in (a) above, including the Registrant’s Current Reports on Form 8-K filed on January 4, 2021, January 11, 2021,
February 2, 2021, February 4, 2021
(two Current Reports), February
10, 2021, February 22, 2021, February
23, 2021, March 4, 2021, April
29, 2021, and May 4, 2021, and the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (filed with the
Commission on April 29, 2021).
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(c)
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The description of the Registrant’s shares of Common Stock, which is contained under the caption “Description of Capital Stock – Bristol-Myers Squibb Common Stock” in the “Description of Bristol-Myers Squibb Company’s securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934,” filed as Exhibit 4a to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 10, 2021, including any amendment or report filed for the purpose of updating such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel
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Item 6.
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Indemnification of Directors and Officers.
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Item7.
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Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit
Number
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Description
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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).
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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).
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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).
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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).
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of May 4, 2021 (incorporated herein by reference to Exhibit 3a to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 4,
2021).
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Bylaws of Bristol-Myers Squibb Company, as amended as of May 4, 2021 (incorporated herein by reference to Exhibit 3b to Bristol Myers-Squibb Company’s Current Report on Form 8-K filed on May 4, 2021).
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Opinion of Katherine R. Kelly, Esq., the Company’s Vice President and Corporate Secretary.
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Consent of Deloitte & Touche LLP Independent Registered Public Accounting Firm.
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Consent of Katherine R. Kelly, Esq., the Company’s Vice President and Corporate Secretary (included in Exhibit 5.1).
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Powers of Attorney (included in the signature pages hereof).
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Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit B to Bristol Myers-Squibb Company’s Definitive Proxy Statement filed on March 25, 2021).
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*
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Filed herewith
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Item 9.
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Undertakings.
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BRISTOL-MYERS SQUIBB COMPANY
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By:
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/s/ Sandra Leung
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Sandra Leung
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Executive Vice President and General Counsel
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SIGNATURE
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TITLE
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DATE
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/s/ Giovanni Caforio, M.D. |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
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May 4, 2021
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Giovanni Caforio, M.D.
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/s/ David V. Elkins
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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May 4, 2021
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David V. Elkins | ||||
/s/ Karen Santiago
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Senior Vice President and Corporate Controller (Principal Accounting Officer)
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May 4, 2021 | ||
Karen Santiago
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/s/ Peter J. Arduini
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Director
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May 4, 2021
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Peter J. Arduini
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/s/ Michael W. Bonney
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Director
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May 4, 2021
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Michael W. Bonney
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/s/ Julia A. Haller, M.D.
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Director
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May 4, 2021
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Julia A. Haller, M.D.
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/s/ Paula A. Price
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Director
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May 4, 2021
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Paula A. Price
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/s/ Derica W. Rice
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Director
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May 4, 2021
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Derica W. Rice
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/s/ Theodore R. Samuels
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Director
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May 4, 2021
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Theodore R. Samuels
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/s/ Gerald L. Storch
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Director
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May 4, 2021
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Gerald L. Storch
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/s/ Karen H. Vousden, Ph.D.
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Director
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May 4, 2021
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Karen H. Vousden, Ph.D.
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/s/ Phyllis R. Yale
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Director
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May 4, 2021
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Phyllis R. Yale
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Re:
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Bristol-Myers Squibb Company: Common Stock Issuable Under the Bristol-Myers Squibb Company 2021 Stock Award and Incentive Plan
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Very truly yours,
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/s/ Katherine R. Kelly
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Katherine R. Kelly
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Vice President and
Corporate Secretary
Bristol-Myers Squibb Company
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