8-K

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): September 16, 2005

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):

¨ 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))

Item 1.01. Entry into a Material Definitive Agreement.

On September 16, 2005, the Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Company”) approved a promotion for Lamberto Andreotti, to Executive Vice President and President, Worldwide Pharmaceuticals, effective September 20, 2005, as well as a compensation package to accompany the promotion. Mr. Andreotti’s annual base salary is $975,000 and his target total cash compensation ( inclusive of annual bonus), is $2,047,500. Mr. Andreotti also received a restricted stock award of 125,000 shares with vesting of 1/3 per year in years 3, 4 and 5, certain severance benefits in the event of involuntary termination without cause, standard relocation benefits and annual perquisites. The Compensation and Management Development Committee also approved an increase to target bonus for Elliott Sigal, M.D., Ph.D., Chief Scientific Officer and President, Pharmaceutical Research Institute. Dr. Sigal’s annual base salary remains at $695,250 and his target total cash compensation is $1,320,975. Dr. Sigal also received a special restricted stock award of 50,000 shares with vesting of 1/3 per year in years 3, 4 and 5.

On September 16, 2005, the Company reached an agreement in principle with Donald J. Hayden, Jr., formerly Executive Vice President and President, Americas, under which Mr. Hayden’s employment with the Company will terminate effective March 2, 2006 as disclosed under Item 5.02 below. In the interim, Mr. Hayden will continue to report to and provide counsel to Peter R. Dolan, Chief Executive Officer, and ensure an orderly transition of responsibilities. Pursuant to a Separation Agreement (“Agreement”), Mr. Hayden will receive the following benefits made available to employees under the company’s various benefits plans upon his separation from the Company:

• 56 weeks of base salary as severance pay totaling $746,598;

• Pro-rata vesting of restricted stock held at least one year;

• Accelerated vesting of stock options held at least one year; and

• Eligibility to receive pro-rata payments from 2004-2006 and 2005-2007 performance cycles under the company’s Long Term Performance Award Plan.

The terms of the Agreement further provide for a general release and customary provisions related to non-solicitation. The Agreement has been reviewed and approved by the Compensation and Management Development Committee of the Company’s Board of Directors.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 20, 2005, the Company issued a press release announcing that Lamberto Andreotti, formerly Senior Vice President and President, International, has been promoted, effective September 20, 2005, to Executive Vice President and President, Worldwide Pharmaceuticals. Mr. Andreotti, 55, joined Bristol-Myers Squibb Company in 1998 as Vice

President and General Manger, Italy and European Oncology, a division of the Company. From 1999 to 2000, he served as Vice President and General Manager, Italy, Central and Eastern Europe, and European Oncology. From 2000 to 2002, he was President, Europe, Worldwide Medicines Group, a division of the Company, and since 2002 he has been Senior Vice President and President, International, Worldwide Medicines Group.

A copy of the press release is attached to this report as Exhibit 99.1.

On September 20, 2005, the Company issued a press release announcing that Donald J. Hayden, Jr., formerly Executive Vice President and President, Americas, will terminate his employment with the Company effective March 2, 2006. Mr. Hayden assumed a new role effective September 20, 2005 and will continue in this new role until March 2, 2006.

A copy of the press release is attached to this report as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1. Press release dated September 20, 2005 announcing the promotion of Lamberto Andreotti

99.2. Press release dated September 20, 2005 announcing the planned separation of Donald J. Hayden, Jr. from Bristol-Myers Squibb Company

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.

	BRISTOL-MYERS SQUIBB COMPANY
Dated: September 22, 2005	By:	/s/ Sandra Leung
	Name:	Sandra Leung
	Title:	Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated September 20, 2005 announcing the promotion of Lamberto Andreotti
99.2	Press release dated September 20, 2005 announcing the planned separation of Donald J. Hayden, Jr. from Bristol-Myers Squibb Company

EX-99.1

Exhibit 99.1

Contact:	Media:	Investors:
	Jeffrey Schoenborn	John Elicker
	Communications	Investor Relations
	212-546-2846	212-546-3775
	jeffrey.schoenborn@bms.com	john.elicker@bms.com
	Wilson Grabill	Blaine Davis
	Communications	Investor Relations
	212-546-4377	212-546-4631
	wilson.grabill@bms.com	blaine.davis@bms.com

BRISTOL-MYERS SQUIBB COMPANY REORGANIZES OPERATING UNITS,

PROMOTING LAMBERTO ANDREOTTI TO EXECUTIVE VICE PRESIDENT AND

PRESIDENT, WORLDWIDE PHARMACEUTICALS

(NEW YORK, September 20, 2005) – Bristol-Myers Squibb (NYSE: BMY) announced today that it has reorganized its operating units, consolidating its global pharmaceutical operations under the leadership of Lamberto Andreotti, who has been promoted to executive vice president, Bristol-Myers Squibb, and president, Worldwide Pharmaceuticals.

“As our portfolio continues to evolve and we launch additional new medications around the world – with one approval, two recent favorable advisory committee votes, and a potential regulatory submission in 2005 alone – it makes great sense to combine our U.S. and international pharmaceutical operations in one group, to help us maximize opportunities and realize greater efficiencies,” said Peter R. Dolan, chief executive officer, Bristol-Myers Squibb. “Lamberto is an outstanding leader, with an impressive track record at Bristol-Myers Squibb of growing key franchises and businesses around the world, aligning our global R&D and business strategies, attracting and developing top-notch and diverse talent, instilling a culture of compliance, and executing our strategy to build global leadership for the company in areas of significant unmet medical need. This realignment will help him expand on these successes, and take them to the next level as our portfolio fully transitions and we prepare to return to expected sales and earnings growth beginning in 2007.”

Most recently, Andreotti served as senior vice president and president, International, with responsibility for the company’s pharmaceutical operations in Europe, the Middle East and Africa; Japan; and Asia-Pacific. He also was responsible for Mead Johnson Nutritionals, leading provider of infant formula and other nutritional products, and ConvaTec, maker of ostomy and wound therapeutics products.

“There couldn’t be a better moment to assume worldwide responsibility for the pharmaceutical business of Bristol-Myers Squibb,” said Andreotti. “As we enter a period when major exclusivity losses should be behind us for some time, I have the exciting task of continuing the positive momentum created by our key growth drivers, and launching several promising new products, assuming approval, that address serious diseases and conditions.”

Andreotti will continue to work with Elliott Sigal, the company’s chief scientific officer and president, Pharmaceutical Research Institute, who also reports to the chief executive officer.

The company’s nonpharmaceutical businesses will be consolidated into a new health care group. The presidents of these three operations –Mead Johnson Nutritionals’ Steve Golsby, ConvaTec’s Gary Restani and Bristol-Myers Squibb Medical Imaging’s Cory Zwerling – will report to the chief executive officer on an interim basis.

“The consolidation of our health care businesses within one group will help us better identify and capitalize on the strategic opportunities of those businesses, while also developing an outstanding global management team,” Dolan said. “All three companies — Mead Johnson, ConvaTec and Medical Imaging — have been important contributors to the strength and stability of our company, and have excellent additional growth prospects.”

Bristol-Myers Squibb is a global pharmaceutical and related health care products company whose mission is to extend and enhance human life.

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, statements relating to goals, plans and projections regarding the company’s financial position, results of operations and business strategy. These statements may be identified by the fact that they use words such as “should”, “will”, “expect”, “plan”, “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. Such forward-looking statements are based on current expectations and involve inherent risks and

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uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things, market factors, pricing controls and pressures, (including changes in rules and practices) of managed care groups and institutional and governmental purchasers, judicial decisions and governmental laws and regulations related to Medicare, Medicaid and healthcare reform, pharmaceutical rebates and reimbursement, competitive product development, claims and concerns that may arise regarding the safety and efficacy of in-line products and product candidates, changes to wholesaler inventory levels, governmental regulations and legislation, difficulties and delays in product development, manufacturing and sales, patent positions and litigation, including the outcome of the PLAVIX(R) litigation in the U.S.. For further details and a discussion of these and other risks and uncertainties, see the company’s Securities and Exchange Commission filings. The company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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EX-99.2

Exhibit 99.2

Contact:	Media:	Investors:
	Jeffrey Schoenborn	John Elicker
	Communications	Investor Relations
	212-546-2846	212-546-3775
	jeffrey.schoenborn@bms.com	john.elicker@bms.com
	Wilson Grabill	Blaine Davis
	Communications	Investor Relations
	212-546-4377	212-546-4631
	wilson.grabill@bms.com	blaine.davis@bms.com

BRISTOL-MYERS SQUIBB COMPANY ANNOUNCES PLANNED DEPARTURE OF

DONALD HAYDEN, EXECUTIVE VICE PRESIDENT AND PRESIDENT, AMERICAS

(NEW YORK, September 20, 2005) – Bristol-Myers Squibb announced today that Donald J. Hayden, Jr., executive vice president and president, Americas, has decided to begin transitioning out of the company in order to pursue his goal of becoming CEO of a health care company. He will remain in the company for the next six months, providing counsel to Chief Executive Officer Peter R. Dolan and ensuring an orderly transition of responsibilities.

“Over his 24-year career with Bristol-Myers Squibb, Don has demonstrated extraordinary leadership on many different fronts. He’s built successful businesses and inspired excellence on the part of colleagues around the world, all while keeping the needs of patients right at the forefront of his concerns,” said Dolan. “In his professional life as well as in his service to the community and other causes, he truly has lived our company mission of extending and enhancing human life. Don will leave behind a tremendous legacy of achievement. The company and I have benefited greatly from Don’s strategic vision and outstanding organizational skills over the past years, and I’m grateful I will be able to continue to rely on his wisdom and expertise over the next six months, as he moves forward with his plans to explore new leadership opportunities ahead.”

Bristol-Myers Squibb is a global pharmaceutical and related health care products company whose mission is to extend and enhance human life.

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