UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES | |
| EXCHANGE ACT OF 1934 | ||
| For the quarterly period ended | ||
June 30, 2019 | ||
| or | ||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 | |
| OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the transition period from __________ to __________ | ||
| Commission File Number: | 001-35797 |
| Zoetis Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 46-0696167 | |||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| 10 Sylvan Way, | Parsippany, | New Jersey | 07054 | |
| (Address of principal executive offices) | (Zip Code) | |||
(973) 822-7000
| (Registrant’s telephone number, including area code) | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | ZTS | New York Stock Exchange | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
At August 2, 2019, there were 477,557,942 shares of common stock outstanding.
Explanatory Note
This Amendment No. 1 (the "Amendment") to the Quarterly Report on Form 10-Q of Zoetis Inc. (the "Company") for the quarter ended June 30, 2019, originally filed with the Securities and Exchange Commission on August 6, 2019 (the "Original Form 10-Q"), is being filed solely to correct an administrative error in the number of outstanding shares of the Company's common stock, as of August 2, 2019, listed on the cover page. The cover page of this Amendment correctly states that the number of shares of common stock outstanding on August 2, 2019 was 477,557,942. No other parts of the Original Form 10-Q presented incorrect share information.
This Amendment is limited in scope to the correction described above and does not amend, update, or change any other items or disclosures contained in the Original Form 10-Q. Accordingly, all other items that remain unaffected are omitted in this filing. Except as described in the preceding paragraph, we do not purport by this Amendment to update any of the information contained in the Original Form 10-Q, which continues to speak as of the original filing date of the Original Form 10-Q.
As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications by the
Company’s principal executive officer and principal financial officer, which are being filed as exhibits to the Amendment. Because the
Amendment includes no financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
| Item 6. | Exhibits |
| Chief Executive Officer–Certification pursuant to Sarbanes-Oxley Act of 2002 Section 302 | ||
| Chief Financial Officer–Certification pursuant to Sarbanes-Oxley Act of 2002 Section 302 | ||
| EX-101.INS | Inline XBRL INSTANCE DOCUMENT | |
| EX-101.SCH | Inline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT | |
| EX-101.CAL | Inline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT | |
| EX-101.LAB | Inline XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT | |
| EX-101.PRE | Inline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT | |
| EX-101.DEF | Inline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT | |
| EX-104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
3 |
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 thereunto duly authorized.
| Zoetis Inc. | ||
| August 9, 2019 | By: | /S/ GLENN DAVID |
| Glenn David | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
4 |