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): February 15, 2022


BRISTOL-MYERS SQUIBB COMPANY
(Exact name of registrant as specified in its charter)


Delaware
  
001-01136
  
22-0790350
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(I.R.S Employer Identification No.)

430 E. 29th Street, 14th Floor
New York, NY, 10016
(Address of principal executive offices) (zip code)

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):


 ☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.10 Par Value
   BMY
  
New York Stock Exchange
1.000% Notes due 2025   BMY25   New York Stock Exchange
1.750% Notes due 2035   BMY35   New York Stock Exchange
Celgene Contingent Value Rights   CELG RT   New York Stock Exchange

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. ☐


Item 8.01
Other Events.

On February 15, 2022, Bristol-Myers Squibb Company (“Bristol Myers Squibb”) issued a press release announcing the commencement of cash tender offers (the “Offers”) to purchase notes issued by Bristol Myers Squibb and Celgene Corporation, Bristol Myers Squibb’s wholly owned subsidiary, for an aggregate purchase price of up to $4.0 billion.

The Offers are subject to the terms and conditions described in the Offer to Purchase dated February 15, 2022 (as it may be amended or supplemented from time to time), which sets forth a detailed description of the Offers.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

The following exhibits are included as part of this Current Report on Form 8-K:

Exhibit No.
  
Description
99.1
  
Press release of Bristol-Myers Squibb Company dated February 15, 2022.
     
104
  
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).



EXHIBIT INDEX

Exhibit No.
  
Description
 
Press release of Bristol-Myers Squibb Company dated February 15, 2022.
     
104
  
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).


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.

 
BRISTOL-MYERS SQUIBB COMPANY
     
Dated: February 15, 2022
By:
/s/ Kimberly M. Jablonski
 
Name:
Kimberly M. Jablonski
 
Title:
Corporate Secretary