| Common Shares, Without Par Value | | ABT | |
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
June 22, 2020
Date of Report (Date of earliest event reported)
ABBOTT LABORATORIES
(Exact name of Registrant as specified in its charter)
| Illinois | | 1-2189 | | 36-0698440 |
| (State or other Jurisdiction of Incorporation) | | (Commission file number) | | (I.R.S. Employer Identification Number) |
100 Abbott Park Road
Abbott Park,Illinois 60064-6400
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (224) 667-6100
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 Shares, Without Par Value | ABT | New York Stock ExchangeChicago Stock Exchange, Inc. |
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. ¨
Item 1.01. Entry into a Material Definitive Agreement
On June 24, 2020, Abbott Laboratories (“Abbott”) completed the public offering and issuance of $1,300,000,000 aggregate principal amount of senior notes, consisting of $650,000,000 aggregate principal amount of its 1.150% Notes due 2028 (the “2028 Notes”) and $650,000,000 aggregate principal amount of its 1.400% Notes due 2030 (the “2030 Notes” and together with the 2028 Notes, the “Notes”).
The Notes were sold pursuant to a pricing agreement, dated June 22, 2020 (the “Pricing Agreement”), among Abbott, Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, for themselves and as representatives of the several other underwriters named therein. The Notes were issued pursuant to the Prospectus Supplement, dated June 22, 2020, and filed with the Securities and Exchange Commission (the “SEC”) on June 23, 2020, and the Prospectus, dated June 22, 2020, filed as part of the shelf registration statement (File No. 333-239333) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on June 22, 2020.
Abbott may redeem some or all of the Notes of each series at any time at its option, in whole or from time to time in part, at the redemption prices specified in the applicable Note. Abbott intends to use the net proceeds from the Notes offering for general corporate purposes, which may include, without limitation, the repayment of indebtedness.
Please refer to the Prospectus Supplement, dated June 22, 2020, for additional information regarding the Notes offering and the terms and conditions of the Notes. The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Indenture filed as Exhibit 4.1 hereto; and (ii) the Officers’ Certificate filed as Exhibit 4.2 hereto.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
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.
| | ABBOTT LABORATORIES |
| | |
| | | |
| Date: June 24, 2020 | By: | /s/ Robert E. Funck, Jr. |
| | | Robert E. Funck, Jr. |
| | | Executive Vice President, Finance |
| | | and Chief Financial Officer |
