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
BRISTOL-MYERS SQUIBB
COMPANY
(Exact Name of Registrant as Specified
in its Charter)
Delaware
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1-1136
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22-079-0350
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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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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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x
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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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o
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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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Item
8.01. Other Events.
On
September 22, 2008, Bristol-Myers Squibb Company (the “Company”) issued a press
release announcing its intention to commence a tender offer for all the
outstanding shares of ImClone Systems Incorporated (“ImClone”) and to launch a
consent solicitation seeking to remove each member of the Board of Directors of
ImClone and replace them with five nominees proposed by the
Company. This was communicated to the Board of Directors of ImClone
in a letter dated September 22, 2008. The press release, including
the full text of the letter delivered to the Board of Directors of ImClone, is
attached as Exhibit 99.1 to this Current Report and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibits No.
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Description
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99.1.
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Press
release dated September 22, 2008
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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.
Dated: September 22,
2008
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BRISTOL-MYERS SQUIBB
COMPANY
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By:
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/s/ Sandra
Leung
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Name: Sandra
Leung
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Title:
Senior Vice
President, General Counsel and
Secretary
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EXHIBIT
INDEX
Exhibits No.
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Description
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99.1.
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Press
release dated September 22, 2008
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