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): May 22, 2020
PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-3619 | 13-5315170 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
235 East 42nd Street 10017
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(212) 733-2323
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communication 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 Stock, $.05 par value | PFE | New York Stock Exchange | ||
0.250% Notes due 2022 | PFE22 | New York Stock Exchange | ||
1.000% Notes due 2027 | PFE27 | 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. ☐
Item 8.01. | Other Events. |
Pursuant to Pfizer Inc.’s (“Pfizer”) and Wyeth’s (“Wyeth”) obligations under Rule 14e-2 under the Securities Exchange Act of 1934, on May 22, 2020, Pfizer issued a press release announcing that it and Wyeth recommend rejection of the unsolicited tender offer made by Huguenot Bond Liquidity, LLC on May 11, 2020 (as amended and restated on May 21, 2020) to purchase up to $162.5 million principal amount of Pfizer’s outstanding 7.200% notes due 2039 and up to $130.0 million principal amount of Wyeth’s 5.950% notes due 2037. Wyeth is a wholly-owned subsidiary of Pfizer.
A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 8.01 as if fully set forth herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |||
99.1 |
SIGNATURE
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.
PFIZER INC. | ||||||
Date: May 22, 2020 | By: | /s/ Margaret M. Madden | ||||
Margaret M. Madden | ||||||
Senior Vice President and Corporate Secretary Chief Governance Counsel |