SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
BRISTOL MYERS SQUIBB CO

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2012
3. Issuer Name and Ticker or Trading Symbol
INHIBITEX, INC. [ INHX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK, PAR VALUE $0.001 PER SHARE 0(1)(2)(3)(4) I(1)(2)(3)(4) SEE NOTES(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BRISTOL MYERS SQUIBB CO

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Inta Acquisition Corp

(Last) (First) (Middle)
C/O BRISTOL-MYERS SQUIBB COMPANY
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Inta Acquisition Corporation, a Delaware corporation ("Purchaser"), is wholly-owned by Bristol-Myers Squibb Company ("Parent").
2. On January 7, 2012, Inhibitex, Inc. ("Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Purchaser. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser has commenced a cash tender offer to acquire all of the shares of the Issuer's common stock (the "Offer") for a purchase price of $26.00 per share in cash (the "Offer Price"). This report is neither an offer to purchase nor a solicitation of an offer to sell shares of the Issuer. Parent and Purchaser have filed a tender offer statement with the Securities and Exchange Commission ("SEC"), and have mailed or will mail an offer to purchase, forms of letter of transmittal and related documents to Issuer stockholders. The Issuer has filed with the SEC, and has mailed or will mail to Issuer stockholders, a solicitation/recommendation statement on Schedule 14D-9. (continued on footnote 3).
3. These documents contain important information about the tender offer, and stockholders of the Issuer are urged to read them carefully and in their entirety when they become available. These documents will be available at no charge at the SEC's website at www.sec.gov. The tender offer statement and the related materials may be obtained for free by directing a request by mail to MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 or by calling toll-free (800) 322-2885. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may also be obtained free of charge from Parent by directing a request to: Public Affairs, Telephone No.: (609) 252-6579; E-Mail: jennifer.mauer@bms.com.
4. Purchaser and Parent may be deemed to have shared voting power of 14% of the outstanding Issuer common stock (based on the Issuer's outstanding common stock as of January 6, 2012) pursuant to that certain Tender and Support Agreement ("Support Agreement"), dated January 7, 2012, by and among Purchaser, Parent, the Issuer and certain stockholders of the Issuer (the "Stockholders"). See the Schedule 13D filed by Parent with the SEC on January 13, 2012. Neither Parent nor Purchaser has any pecuniary interest in the shares held by the Stockholders, and each expressly disclaims beneficial ownership of any shares of common stock of the Issuer covered by the Support Agreement.
/s/ Demetrios Kydonieus for Bristol-Myers Squibb Company 01/17/2012
/s/ Demetrios Kydonieus for Inta Acquisition Corporation 01/17/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.