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): January 8, 2005
WYETH
(Exact name of registrant as specified in its charter)
Delaware 1-1225 13-2526821
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Five Giralda Farms, Madison, New Jersey 07940
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 973-660-5000
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 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))
Item 1.01. Entry into a Material Definitive Agreement.
On January 10, 2005, the Company confirmed in a press release that it would
support the proposed Seventh Amendment to the National Diet Drug Settlement. The
Company's right to withdraw from the proposed Seventh Amendment expired on
January 8, 2005. Pursuant to the terms of the proposed Seventh Amendment,
potentially affected class members had until November 9, 2004 to decide whether
to be subject to the Seventh Amendment or to opt out. More than 95% of such
class members are participating in the proposed Seventh Amendment.
Implementation of the proposed Seventh Amendment remains subject to final
approval by the U.S. District Court for the Eastern District of Pennslyvania.
There can be no assurance that it will be approved by the court and upheld if
challenged on appeal. A fairness hearing before Judge Harvey Bartle III of the
Eastern District of Pennsylvania is scheduled for January 18, 2005. The Company
is evaluating potential additional charges relating to the diet drug litigation
in connection with the preparation of its year-end financial statements.
The material terms of the proposed Seventh Amendment are described in the
Company's Quarterly Report on Form 10-Q for period ended September 30, 2004 and
in the Company's press release confirming its support of the proposed Seventh
Amendment (attached hereto as Exhibit 99), which descriptions are incorporated
by reference into this Item 1.01. Such descriptions are qualified in their
entirety by reference to the full text of the proposed Seventh Amendment
(attached hereto as Exhibit 10.1), which is incorporated by reference into this
Item 1.01.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
10.1 Seventh Amendment to the Nationwide Class Action Settlement Agreement with
American Home Products Corporation (now Wyeth), dated July 21, 2004.
99 Wyeth Press Release Confirming its Support for the Proposed Seventh
Amendment to the National Diet Drug Settlement.
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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.
Date: January 10, 2005 WYETH
By: /s/ Douglas A. Dworkin
---------------------------------------------
Name: Douglas A. Dworkin
Title: Vice President and Deputy
General Counsel
Page 3
Exhibit Index
Exhibit No. Description
10.1 Seventh Amendment to the Nationwide Class Action Settlement
Agreement withAmerican Home Products Corporation (now Wyeth), dated
July 21, 2004.
99 Wyeth Press Release Confirming its Support for the Proposed Seventh
Amendment to the National Diet Drug Settlement.