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
Date of Report (Date of earliest event reported): March 31, 2020
STRYKER CORPORATION
(Exact name of registrant as specified in its charter)
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| Michigan | | 001-13149 | | 38-1239739 |
| (State of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 2825 Airview Boulevard, | Kalamazoo, | Michigan | | 49002 |
| (Address of principal executive offices) | | (Zip Code) |
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| (269) |
| 385-2600 | | |
| (Registrant’s telephone number, including area code) |
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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.10 Par Value | | SYK | | New York Stock Exchange |
| 1.125% Notes due 2023 | | SYK23 | | New York Stock Exchange |
| 0.250% Notes due 2024 | | SYK24A | | New York Stock Exchange |
| 2.125% Notes due 2027 | | SYK27 | | New York Stock Exchange |
| 0.750% Notes due 2029 | | SYK29 | | New York Stock Exchange |
| 2.625% Notes due 2030 | | SYK30 | | New York Stock Exchange |
| 1.000% Notes due 2031 | | SYK31 | | New York Stock Exchange |
| Floating Rate Notes due 2020 | | SYK20A | | New York Stock Exchange |
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. ☐
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
Stryker Corporation is withdrawing its first quarter and full year 2020 organic sales growth and earnings per share guidance, originally disclosed on January 28, 2020. As the COVID-19 pandemic expands, unprecedented measures to slow the spread of the virus have been taken by local governments and health care authorities globally, including the deferral of elective medical procedures and social contact restrictions, which have had, and we expect will continue to have, a significant negative impact on Stryker’s operations and financial results. Due to the uncertain scope and duration of the pandemic, and uncertain timing of global recovery and economic normalization, Stryker is unable to estimate the overall impacts on its operations and financial results, which could be material. Stryker plans to provide additional information in its next earnings release and conference call, currently scheduled for April 30, 2020.
Caution Concerning Forward-Looking Statements
This Form 8-K contains information that includes or is based on forward-looking statements within the meaning of the federal securities laws that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Such statements include, but are not limited to, those regarding our financial performance and the impact of the COVID-19 outbreak on our operations and financial results and are subject to, among other risks, the COVID-19 pandemic and any related policies and actions by governments or other third parties.
Additional information concerning these and other factors is contained in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q that we have filed or will file hereafter. We disclaim any intention or obligation to publicly update or revise any forward-looking statement to reflect any change in our expectations or in events, conditions or circumstances on which those expectations may be based, or that affect the likelihood that actual results will differ from those contained in the forward-looking statements.
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.
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| | | | STRYKER CORPORATION |
| | | | (Registrant) |
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| Date: | March 31, 2020 | | /s/ GLENN S. BOEHNLEIN |
| | | | Glenn S. Boehnlein |
| | | | Vice President, Chief Financial Officer |
