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
December 31, 2012
Date of Report (Date of earliest event reported)
ABBOTT LABORATORIES
(Exact name of registrant as specified in its charter)
Illinois (State or other Jurisdiction of Incorporation) |
1-2189 (Commission File Number) |
36-0698440 (IRS Employer Identification No.) |
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (847) 937-6100
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:
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 1, 2013, Abbott Laboratories ("Abbott") completed the previously announced distribution of 100% of the outstanding common stock of AbbVie Inc. ("AbbVie") to Abbott's shareholders (the "Distribution"). AbbVie was formed to hold Abbott's research-based pharmaceuticals business and, as a result of the Distribution, is now an independent public company trading under the symbol "ABBV" on the New York Stock Exchange. The Distribution was made to Abbott's shareholders of record as of the close of business on December 12, 2012 (the "Record Date"), who received one share of AbbVie common stock for each Abbott common share held as of the Record Date.
On January 2, 2013, Abbott issued a press release announcing the completion of the Distribution. A copy of the press release is attached hereto as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Distribution, each of Richard A. Gonzalez (Executive Vice President, Pharmaceutical Products Group) and Laura J. Schumacher (Executive Vice President, General Counsel and Corporate Secretary) resigned from their respective positions at Abbott, effective as of immediately prior to the Distribution.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Exhibit | ||
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99.1 | Press release issued by Abbott Laboratories on January 2, 2013 |
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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.
ABBOTT LABORATORIES | ||||
Date: January 2, 2013 |
By: |
/s/ THOMAS C. FREYMAN Thomas C. Freyman Executive Vice President, Finance and Chief Financial Officer |
Exhibit No. | Exhibit | ||
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99.1 | Press release issued by Abbott Laboratories on January 2, 2013 |
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Abbott Completes Separation of Research-Based Pharmaceuticals Business
· Major Milestone Marks 125th Anniversary of Companys Founding · Continues Diverse Healthcare Leadership in Diagnostics, Medical Devices, Nutrition and Branded Generic Pharmaceuticals · Set to Deliver Industry-Leading Growth, Expanding Margins and Strong Cash Flow · Businesses Aligned With Long-Term Healthcare and Patient Trends, Particularly in Fastest-Growing Economies |
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Media: Scott Stoffel 847-936-9502
Scott Davies 847-938-8898
Financial: Brian Yoor 847-937-6343
Tina Ventura 847-935-9390 |
ABBOTT PARK, Ill., Jan. 2, 2013 Abbott (NYSE: ABT) today announced it has completed the separation of its research-based pharmaceuticals business, which became AbbVie, a new independent biopharmaceutical company. AbbVie will begin trading independently on the New York Stock Exchange today under the symbol ABBV.
On Nov. 28, 2012, Abbotts board of directors declared a special dividend distribution of all outstanding shares of AbbVie common stock. For every 1 share of Abbott common shares held as of close of business on Dec. 12, 2012, Abbott shareholders received 1 share of AbbVie common stock on Jan. 1, 2013.
Abbott announced in October 2011 that it was separating into two independent companies, as its businesses evolved into two different investment identities. AbbVie is a research-based specialty biopharmaceuticals company with a broad portfolio of medicines, including leadership in immunology and virology, and a pipeline of breakthrough therapies. Abbott is one of the largest science-based, diversified healthcare companies, with market-leading offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals.
We wish our colleagues at AbbVie continued success as they become part of a new, independent company that is already making a significant difference, focusing on highly specialized, market-leading therapies for some of the worlds most difficult-to-treat diseases, said Miles D. White, chairman and chief executive officer, Abbott. |
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Abbott has taken the most transformative action in its 125-year history, said Mr. White. We have had enduring success precisely because of what were doing now reinventing ourselves for changing times and creating new ways to serve the millions of patients, customers, communities and shareholders who depend on us.
Strength Through Diversity Abbott begins its 125th year with approximately $22 billion in revenues generated throughout 150 countries and remains one of the largest and most far-reaching global healthcare companies, with diversity across technologies, businesses and geographies.
The company is comprised of four businesses of roughly equal size diagnostics, medical devices, nutritionals and branded generic pharmaceuticals. Abbotts businesses are all leaders in their respective fields and hold the top market positions across numerous categories. These businesses develop leading, science-based products that are meeting the needs of patients and consumers in the evolving global healthcare environment.
Abbott is well positioned to deliver reliable performance with industry-leading growth, expanding margins and strong cash flow. The companys businesses are aligned with long-term health trends, including the worlds aging population, increasing prevalence of chronic disease, and improving access to care in fast-growing economies. Continued investment in new technologies is advancing Abbotts offerings in vascular health, diabetes care, diagnostic screening and detection, vision correction and nutrition science.
Revenue among Abbotts businesses is well balanced geographically, with 30 percent generated in the United States, 30 percent from Western Europe, Canada, Japan and Australia, and 40 percent from the fastest-growing economies, including India, China, Russia and Brazil. The companys presence in these high-growth markets is among the most expansive of any diversified healthcare company and is expected to reach nearly 50 percent of sales by 2015. |
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About Abbott Abbott is a global healthcare company devoted to improving life through the development of products and technologies that span the breadth of healthcare. With a portfolio of leading, science-based offerings in diagnostics, medical devices, nutritionals and branded generic pharmaceuticals, Abbott serves people in more than 150 countries and employs approximately 70,000 people.
Visit Abbott at www.abbott.com and connect with us on Twitter at @AbbottNews.
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Private Securities Litigation Reform Act of 1995
A Caution Concerning Forward-Looking Statements
Some statements in this news release may be forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995, including Abbotts expected financial results after the separation. Abbott cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, technological and other factors that may affect Abbotts operations are discussed in Item 1A, Risk Factors, to our Annual Report on Securities and Exchange Commission Form 10-K for the year ended Dec. 31, 2011 and in Item 1A, Risk Factors, to our quarterly report on Securities and Exchange Commission Form 10-Q for the quarter ended September 30, 2012 and June 30, 2012, and are incorporated by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law. |