BRISTOL MYERS SQUIBB CO — Proxy Solicitation & Information Statement 2008

Sep 22, 2008

DFAN14A 1 dfan14a.htm CURRENT REPORT dfan14a.htm Licensed to: Cravath Swaine & Moore LLP Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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): September 22, 2008

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):

| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| x | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| x | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |

Item 8.01. Other Events.

On September 22, 2008, Bristol-Myers Squibb Company (the “Company”) issued a press release announcing its intention to commence a tender offer for all the outstanding shares of ImClone Systems Incorporated (“ImClone”) and to launch a consent solicitation seeking to remove each member of the Board of Directors of ImClone and replace them with five nominees proposed by the Company. This was communicated to the Board of Directors of ImClone in a letter dated September 22, 2008. The press release, including the full text of the letter delivered to the Board of Directors of ImClone, is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits No.	Description
99.1.	Press
release dated September 22, 2008

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.

| Dated: September 22,
2008 | |
| --- | --- |
| By: | /s/ Sandra
Leung |
| | Name: Sandra
Leung |
| | Title: Senior Vice
President, General Counsel and
Secretary |

EXHIBIT INDEX

Exhibits No.	Description
99.1.	Press
release dated September 22, 2008