8-KOther EventsExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Dec 9, 2009)

Filed December 9, 2009For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) filed an 8-K report on December 9, 2009, to announce a temporary suspension of trading under its employee benefit plans. This action, known as a "blackout period," is a regulatory requirement triggered by a significant portion of plan participants being subject to trading restrictions. The restrictions stem from BMY's anticipated offer to exchange its ownership shares of Mead Johnson Nutrition Company for BMY common stock. This blackout period specifically impacts directors and executive officers of BMY, prohibiting them from buying, selling, or transferring BMY shares or related derivative securities acquired through their employment. The purpose is to prevent potential insider trading conflicts during the stock exchange offer. Investors should note that this filing primarily concerns internal trading restrictions for company insiders and does not directly represent a new financial event or operational update for the company itself, but rather a procedural step related to an ongoing corporate action.

Key Highlights

  • 1BMY announced a temporary trading blackout period for its employee benefit plans.
  • 2The blackout period affects directors and executive officers of BMY.
  • 3The restrictions are related to an anticipated offer to exchange Mead Johnson Nutrition Company shares for BMY common stock.
  • 4The blackout period is a regulatory requirement under Sarbanes-Oxley Act (SOX) and SEC's Regulation BTR.
  • 5During the blackout, insiders are prohibited from trading BMY securities acquired through their employment.
  • 6The blackout period was initially anticipated to begin December 9, 2009, and end the week of December 28, 2009.
  • 7The blackout period has been updated to begin December 14, 2009, and end the week of January 4, 2010, due to an extension of the Mead Johnson stock exchange offer.

Frequently Asked Questions

A 'blackout period' is a temporary restriction imposed on the trading of a company's stock by participants in its employee benefit plans, particularly directors and executive officers. This is often triggered when a significant percentage (50% or more) of plan participants are restricted from trading their company stock held within the plan. This particular blackout is related to BMY's exchange offer involving Mead Johnson Nutrition Company shares.

The trading restrictions, or blackout period, directly affect Bristol-Myers Squibb Company's directors and executive officers. They are prohibited from directly or indirectly buying, selling, acquiring, or transferring any BMY shares or derivative securities acquired in connection with their service or employment with BMY during this period.

The blackout period is a procedural step required by regulations like the Sarbanes-Oxley Act and SEC's Regulation BTR. It is being implemented because BMY is conducting an offer to exchange shares of Mead Johnson Nutrition Company for BMY common stock. During this offer, many plan participants might tender their BMY shares, which would impose trading restrictions on them, thus triggering the blackout for insiders.

The blackout period is now scheduled to begin on December 14, 2009, and is expected to end during the week of January 4, 2010. This date was adjusted due to an extension of the expiration date of the Mead Johnson stock exchange offer.