Form 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J8YGjqpCsMuJC1TDbsXFOu8JWWFDjZjRbwBtALX2Wy/CEw+KirYcDKuFPW6B/JTU OYIYnBg3P090b60utK7dVg== 0001193125-08-124050.txt : 20080529 0001193125-08-124050.hdr.sgml : 20080529 20080529061038 ACCESSION NUMBER: 0001193125-08-124050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080528 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080529 DATE AS OF CHANGE: 20080529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMGEN INC CENTRAL INDEX KEY: 0000318154 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 953540776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12477 FILM NUMBER: 08864879 BUSINESS ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 BUSINESS PHONE: 805-447-1000 MAIL ADDRESS: STREET 1: ONE AMGEN CENTER DRIVE STREET 2: MAIL STOP 27-3-C CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 FORMER COMPANY: FORMER CONFORMED NAME: AMGEN DATE OF NAME CHANGE: 19870305 8-K 1 d8k.htm FORM 8-K Form 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

May 28, 2008

Date of Report (Date of earliest event reported)

AMGEN INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-12477

95-3540776

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer of

Identification Number)

Amgen Inc.

One Amgen Center Drive

Thousand Oaks, CA

91320-1799

(Address of Principal Executive Offices)

(Zip Code)

805-447-1000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report)

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:

¨	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))

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

On May 28, 2008, Amgen entered into a variable term accelerated share repurchase transaction with Lehman Brothers OTC Derivatives Inc. (the “ASR Agreement”). The repurchase transaction constitutes a part of Amgen’s previously announced stock repurchase programs. Pursuant to the ASR Agreement, Amgen repurchased from Lehman Brothers OTC Derivatives Inc. approximately 31.5 million shares of its common stock for an aggregate initial price of $1.5 billion. Under the ASR Agreement, Amgen may receive or be required to pay a purchase price adjustment following the completion of the transaction. The purchase price adjustment will be based on the volume-weighted average price per share of Amgen’s common stock during the term of the transaction. The purchase price adjustments can be settled, at the option of Amgen, in shares of its common stock or in cash.

SIGNATURE

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.


	AMGEN INC.

Date: May 28, 2008	By:	/s/ *Robert A. Bradway*
	Name:	Robert A. Bradway
	Title:	Executive Vice President and Chief Financial Officer

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