8-KOther EventsExhibits & Filings

AMGEN INC 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Nov 9, 2011)

Filed November 9, 2011For Securities:AMGN

Summary

Amgen Inc. (AMGN) filed an 8-K on November 9, 2011, to report a potential temporary suspension of trading for its directors and executive officers under its employee benefit plans. This suspension, known as a "blackout period," could arise due to the company's ongoing $5 billion share repurchase tender offer. If 50% or more of the participants in Amgen's 401(k) Plan and the Amgen Manufacturing, Limited Retirement Plan elect to tender their shares, a blackout period would be triggered under Sarbanes-Oxley Act regulations. During such a blackout period, which is tentatively scheduled to potentially run from December 6 to December 15, 2011, Amgen's directors and executive officers would be prohibited from buying, selling, or transferring any company equity securities acquired in connection with their employment or service. The company has formally notified its directors and officers of this potential restriction, with the exact duration and commencement dependent on participant elections in the tender offer.

Key Highlights

  • 1Amgen Inc. is undergoing a $5 billion share repurchase tender offer.
  • 2A potential "blackout period" affecting employee benefit plans and insider trading may occur.
  • 3The blackout period is contingent on at least 50% of plan participants tendering their shares.
  • 4If triggered, the blackout period would restrict directors and executive officers from trading Amgen stock.
  • 5The potential blackout period is estimated to occur between December 6 and December 15, 2011.
  • 6Amgen has formally notified its directors and executive officers of the potential trading restrictions.
  • 7This filing is a regulatory requirement under the Sarbanes-Oxley Act of 2002.

Frequently Asked Questions

This 8-K filing is to notify investors and the public about a potential temporary suspension of trading (blackout period) for Amgen's directors and executive officers, as required by the Sarbanes-Oxley Act of 2002. This suspension is a consequence of Amgen's ongoing $5 billion share repurchase tender offer and its impact on the company's employee benefit plans.

A blackout period, under Section 306(a) of the Sarbanes-Oxley Act, prohibits directors and executive officers from buying, selling, or otherwise transferring company equity securities acquired in connection with their employment or service. This specific blackout period would be triggered if 50% or more of the participants in Amgen's 401(k) Plan and Amgen Manufacturing, Limited Retirement Plan elect to tender their shares in the company's buyback offer.

The blackout period could potentially begin as early as December 6, 2011, and extend through December 15, 2011. The exact timing and duration depend on the decisions of the employee plan participants regarding the tender offer.

No, this blackout period specifically restricts trading by Amgen's directors and executive officers. It does not directly impose trading restrictions on the general public shareholders. However, the tender offer itself provides an opportunity for all shareholders to tender their shares under specified terms.