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): December 9, 2009

BRISTOL-MYERS SQUIBB COMPANY
(Exact Name of Registrant as Specified in its Charter)

 
					
Delaware	 	1-1136	 	22-079-0350	
(State or Other Jurisdiction
of Incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification Number)	
345 Park Avenue
New York, NY 10154
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (212) 546-4000

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):
 
x	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 5.04.	Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.	
On November 30, 2009, Bristol-Myers Squibb Company (“BMS”) sent a notice (the “Original Blackout Notice”) to its directors and executive officers informing them that a blackout period might be imposed in connection with BMS’s anticipated offer to exchange 170.0 million shares of class A common stock of Mead Johnson Nutrition Company that it owns for shares of BMS common stock (“BMS Shares”), pursuant to the Prospectus, dated December 4, 2009 (the “Offer”), during which they will be subject to certain trading restrictions with respect to BMS Shares. The Original Blackout Notice explained that a blackout period would be imposed in the event that 50% or more of the participants in the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan, the Mead Johnson & Company Retirement Savings Plan and the Mead Johnson Nutrition (Puerto Rico) Inc. Retirement Savings Plan (collectively, the “Plans”) tender some or all of the BMS Shares held in the Bristol-Myers Squibb Company Stock Fund (the “BMS Stock Fund”) and attributable to their Plan accounts.
The Original Blackout Notice specified that the reason for the potential blackout period is that participants in the Plans who tender their BMS Shares in the Offer will be unable, for a certain period of time, to exchange their account balances out of the BMS Stock Fund, obtain any distributions, obtain withdrawals of account balances invested in the BMS Stock Fund or obtain loans from the BMS Stock Fund. On November 25, 2009, the plan administrator of each Plan delivered to BMS a notice pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding these restrictions on the BMS Shares held by the Plans. Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR ( i.e. , the Blackout Trading Restriction), promulgated by the Securities and Exchange Commission, generally impose certain restrictions on trading by directors and executive officers in the event that 50% or more of an issuer’s plan participants are so restricted. During the blackout period (if it occurs), BMS’s directors and executive officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any BMS Share or derivative security with respect to BMS Shares acquired in connection with their service or employment as a director or executive officer of BMS, subject to certain limited exemptions.
The Original Blackout Notice provided that, in the event of a blackout period, BMS anticipated that the blackout period would begin on December 9, 2009 and end during the week of December 28, 2009. On December 9, 2009, the plan administrator of each Plan delivered to BMS a notice providing that the restrictions on the BMS Shares held by the Plans would apply between December 14, 2009 and the week of January 4, 2010 because the Offer’s expiration will be extended from December 14, 2009 to December 17, 2009. Consequently, on December 9, 2009, BMS delivered an updated notice (the “Updated Blackout Notice”) to its directors and executive officers notifying them that the potential blackout period would begin on December 14, 2009 and end during the week of January 4, 2010.
During the blackout period and for a period of two years after the ending date of the blackout period, a BMS security holder or other interested party may obtain, without charge, the actual beginning and ending dates of the blackout period from, and may direct other inquiries about the blackout period to:
Sonia Vora
Senior Counsel & Assistant Corporate Secretary
345 Park Avenue
New York, NY 10154
(212) 546-4111
A copy of the Updated Blackout Notice is attached to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 8.01.	Other Events.	
The information under Item 5.04 is incorporated by reference into this Item 8.01.

Item 9.01.	Financial Statements and Exhibits.	
(d) Exhibits.

99.1	  	Updated Blackout Notice, dated December 9, 2009, provided to directors and executive officers of BMS.	

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.

	 		 	BRISTOL-MYERS SQUIBB COMPANY	
				
Dated: December 9, 2009	 		 	By:	 	/s/    S ANDRA L EUNG        	
	 		 	Name:	 	Sandra Leung	
	 		 	Title:	 	Senior Vice President, General Counsel and Secretary	

EXHIBIT INDEX

Exhibit
No.	 	Description	
		
99.1	 	Updated Blackout Notice, dated December 9, 2009, provided to directors and executive officers of BMS.	

Exhibit 99.1

			
To:	  	Directors and Executive Officers of Bristol-Myers Squibb Company	
		
Date:	  	December 9, 2009	
		
Subject:	  	Updated Notice of Possible Blackout Period and Regulation BTR Trading Restrictions	
On November 30, 2009, a blackout notice (the “Original Blackout Notice”) was delivered to you explaining that directors and executive officers of Bristol-Myers Squibb Company (“BMS”) may be prevented from buying or selling shares of BMS common stock (“BMS Shares”) during a potential “blackout period” with respect to the Bristol-Myers Squibb Company Savings and Investment Program, the Bristol-Myers Squibb Puerto Rico, Inc. Savings and Investment Program, the Bristol-Myers Squibb Company Employee Incentive Thrift Plan, the Mead Johnson & Company Retirement Savings Plan and the Mead Johnson Nutrition (Puerto Rico) Inc. Retirement Savings Plan (collectively, the “Plans”). The Original Blackout Notice provided that a blackout period will apply if 50% or more of the participants in the Plans direct the trustee for the relevant Plan (or its designated agent) to tender some or all of the BMS Shares held in the Bristol-Myers Squibb Company Stock Fund (the “BMS Stock Fund”) and attributable to their Plan accounts, in connection with BMS’s anticipated offer to exchange 170.0 million shares of class A common stock of Mead Johnson Nutrition Company that it owns for BMS Shares, pursuant to the Prospectus, dated November 16, 2009 (the “Offer”).
The Original Blackout Notice stated that the blackout period (if it occurs) was expected to begin on December 9, 2009 at 4 p.m. Eastern Time and was expected to end during the week of December 28, 2009. The purpose of this notice (the “Updated Blackout Notice”) is to inform you that the potential blackout period is now expected to begin on December 14, 2009 at 4 p.m. Eastern Time and end during the week of January 4, 2010. The beginning and ending dates of the potential blackout period were changed because the Offer’s expiration has been extended from December 14, 2009 to December 17, 2009. You will be notified directly in the event that there are further changes to these dates.
As previously advised, the blackout period may occur because, in connection with administering the tender of Plan shares, the trustee of the relevant Plan (or its designated agent) will impose restrictions on certain transactions involving the tendering participants’ accounts and the BMS Stock Fund for a certain period of time. During this time, tendering participants will be unable to exchange their account balances out of the BMS Stock Fund, obtain any distributions, obtain withdrawals of account balances invested in the BMS Stock Fund or obtain loans from the BMS Stock Fund.
Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR ( i.e. , the Blackout Trading Restriction), promulgated by the Securities and Exchange Commission (“SEC”), generally require a blackout period to be imposed during which directors and executive officers are subject to trading restrictions if 50% or more of the participants in all individual account plans of an issuer are prohibited from engaging in transactions with respect to the issuer’s equity securities in their plan accounts for more than three consecutive business days, and also generally require that we provide you and the SEC with advance notice of such a blackout period.
Consequently, although we are unable to gauge at this time whether 50% or more of the Plan participants will actually participate in the Offer (and thus whether a blackout period will actually occur), we are required nevertheless to plan for the institution of a blackout period under the terms and conditions set forth in this Updated Blackout Notice. If we determine that fewer than 50% of the Plan participants actually direct the trustee for the relevant Plan (or its designated agent) to exchange some or all of the BMS Shares attributable to their Plan accounts, we will notify you promptly, and in such a case, no blackout period will actually be implemented and the trading restrictions described herein will not apply.
If a blackout period occurs and we are required to implement trading restrictions, whether or not you participate in the Plans, your ability to exercise and/or receive BMS stock options or other BMS equity awards or otherwise trade in BMS Shares held outside of the Plans will be restricted during the blackout period. Specifically, you will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any BMS Share or derivative security with respect to BMS Shares that you acquired in connection with your service or employment as a director or executive officer of BMS (or any successor or subsidiary corporation).
The trading restrictions will not apply to BMS Shares that were not acquired in connection with your service as a director or executive officer. You should note, however, that there is a rebuttable presumption that any BMS Shares sold during a blackout period are not exempt from the rule ( i.e. , you will bear the burden of proving that the securities were not “acquired in connection with service or employment”). In addition, the SEC’s rules provide a limited number of exemptions from the trading restriction; most notably these
include bona fide gift transactions and purchases or sales under qualified “10b5-1 plans”. We strongly recommend that you consult with us before entering into any transaction in BMS Shares during the blackout period.

Please note that trading restrictions implemented because of a blackout period are in addition to any trading restrictions under BMS’s Insider Trading Policy (the “Insider Trading Policy”). If the blackout period is implemented, then after such period ends, you will be permitted to resume transactions in BMS Shares, subject to the requirements of the Insider Trading Policy.
Questions regarding this Updated Blackout Notice, the Original Blackout Notice or the possible blackout period (including questions regarding when the blackout period has ended) may be directed to:
Sonia Vora
Senior Counsel & Assistant Corporate Secretary
345 Park Avenue
New York, NY 10154
(212) 546-4111
Important Legal Information
No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. The solicitation and the offer to buy BMS Shares are made only pursuant to the Offer described in the Prospectus, dated November 16, 2009. The Prospectus contains important information that should be read carefully before any decision is made with respect to the Offer. Such materials have been made available to BMS’s stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s Web site: www.sec.gov.