Current Report Filing (8-k)
February 28 2023 - 5:56AM
Edgar (US Regulatory)
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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 28, 2023 (February 23, 2023)
BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-01136
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22-0790350
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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430 East 29th Street, 14th Floor
New York, New York, 10016
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (212)
546-4200
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.10 Par Value
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BMY
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New York Stock Exchange
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1.000% Notes due 2025
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BMY25
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New York Stock Exchange
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1.750% Notes due 2035
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BMY35
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New York Stock Exchange
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Celgene Contingent Value Rights
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CELG RT
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New York Stock Exchange
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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. ☐
As previously announced, on November 20, 2019, Bristol-Myers Squibb Company (the “Company”) acquired Celgene Corporation (“Celgene”) when it consummated
the transactions contemplated by the Agreement and Plan of Merger, dated as of January 2, 2019 (“Merger Agreement”), among the Company, Burgundy Merger Sub, Inc., a wholly owned subsidiary of the Company, and Celgene. In connection with the
consummation of the transactions contemplated by the Merger Agreement, the Company assumed the contingent value rights related to Celgene’s Abraxane® and Abraxis pipeline products granted by Celgene to certain holders thereof pursuant to
that certain Contingent Value Rights Agreement, dated as of October 15, 2010 (as amended, supplemented or otherwise modified from time to time, the “CVR Agreement”), between Equiniti Trust Company (the “Trustee”, as successor to American Stock
Transfer & Trust Company, LLC) and the Company (as successor in interest to Celgene).
On February 23, 2023, the Company notified the Trustee that the Net Sales (as defined in
the CVR Agreement) in respect of Abraxane for the year ended December 31, 2022 is $908,974,933 and that there is no Net Sales Payment (as defined in the CVR Agreement) due in respect of the year ended December 31, 2022, in accordance with Section 3.1 of the CVR Agreement. The Company reserves the right, in accordance with the terms of the CVR Agreement, to
disclose by means of its website at
www.bms.com in the "Investors" section
the Net Sales
Payment due, if any, in respect of any subsequent Net Sales Measuring Period (as defined in the CVR Agreement).
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.
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BRISTOL-MYERS SQUIBB COMPANY
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Dated: February 28, 2023
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By:
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/s/Kimberly M. Jablonski
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Name:
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Kimberly M. Jablonski
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Title:
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Corporate Secretary
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Bristol Myers Squibb (PK) (USOTC:BMYMP)
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