BHC Bausch Health Companies Inc

 

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 the earliest event reported): September 18, 2023

 

Bausch Health Companies Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

British Columbia, Canada	001-14956	98-0448205
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

 

2150 St. Elzéar Blvd. West

Laval, Quebec

Canada H7L 4A8

(Address of Principal Executive Offices) (Zip Code)

 

514-744-6792

(Registrant’s telephone number, including area code)

 

(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:

 

☐

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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, No Par Value		BHC		New York Stock Exchange, Toronto 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 18, 2023, Tom Vadaketh informed Bausch Health Companies Inc. (the “Company”) of his decision to resign as the Executive Vice President, Chief Financial Officer of the Company. Mr. Vadaketh will depart the Company effective October 13, 2023 to pursue another opportunity. During his remaining period of employment, Mr. Vadaketh will continue to serve as the Company’s Chief Financial Officer, in order to support a seamless transition.

  

Mr. Vadaketh’s resignation was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including accounting principles, practices and disclosures.

 

The Company has initiated a search for a permanent Chief Financial Officer. If a permanent replacement is not in place at the time that Mr. Vadaketh ceases to be the Chief Financial Officer, then, effective at such time, John S. Barresi, who is currently serving as the Company’s Senior Vice President, Controller and Chief Accounting Officer, will assume the additional role of interim Chief Financial Officer. Mr. Barresi has more than 15 years of experience as a corporate finance executive.

 

Mr. Barresi’s biographical information is set forth in the Company’s Form 8-K filed with the SEC on May 31, 2022, and such information is incorporated herein by reference. No family relationships exist between Mr. Barresi and any of the Company’s directors or other executive officers. There are no other arrangements between Mr. Barresi and any other person pursuant to which Mr. Barresi was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Barresi has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

On September 18, 2023, the Company issued a press release announcing the resignation of Mr. Vadaketh. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

 

Number	Exhibit Title or Description
99.1	Press Release by Bausch Health Companies Inc., dated September 18, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”) including, but not limited to, statements relating to the Company’s succession plan for its chief financial officer position. Forward-looking statements may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “will,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions, and phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result, and similar such expressions also identify forward-looking information. These forward-looking statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which factors are incorporated herein by reference. Additional information regarding certain of these material factors and assumptions may be found in the Company’s filings described above. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable in the circumstances, but readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect actual outcomes, unless required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BAUSCH HEALTH COMPANIES INC.
	By:	/s/ Seana Carson
	Name:	Seana Carson
	Title:	Executive Vice President, General Counsel

 

Date: September 18, 2023

 

 

Exhibit 99.1

 

Investor Contacts:	Media Contact:
John O’Connor	Kevin Wiggins
ir@bauschhealth.com	corporate.communications@bauschhealth.com
(908) 541-2973	(908) 927-1198
Mark Maico
ir@bauschhealth.com
(908) 541-2102
(877) 281-6642 (toll free)

 

BAUSCH HEALTH ANNOUNCES CFO TRANSITION PLAN

 

LAVAL, Quebec, Sept. 18, 2023 - Bausch Health Companies Inc. (NYSE/TSX: BHC) (“BHC” or the “Company”) today announced that Tom Vadaketh, Executive Vice President, Chief Financial Officer, has resigned from his role to pursue another opportunity, and will be leaving the Company effective October 13, 2023. The Company thanks Mr. Vadaketh for his significant contributions and leadership during a period of transition at the Company.

 

A formal search process to identify Mr. Vadaketh’s permanent replacement has been initiated.

 

If a permanent replacement is not in place at the time of Mr. Vadaketh’s departure, the Company intends to appoint John S. Barresi, who is currently serving as the Company’s Senior Vice President, Controller and Chief Accounting Officer, to the role of interim Chief Financial Officer. Mr. Barresi has more than 15 years of experience as a corporate finance executive.

 

About Bausch Health

 

Bausch Health Companies Inc. (NYSE/TSX: BHC) is a global diversified pharmaceutical company whose mission is to improve people’s lives with our healthcare products. We develop, manufacture and market a range of products primarily in gastroenterology, hepatology, neurology, dermatology, international pharmaceuticals and eye health, through our controlling ownership interest in Bausch + Lomb Corporation. With our leading durable brands, we are delivering on our commitments as we build an innovative company dedicated to advancing global health. For more information, visit www.bauschhealth.com and connect with us on Twitter and LinkedIn.

 

Forward-looking Statements

 

This news release contains forward-looking information and statements, within the meaning of applicable securities laws (collectively, “forward-looking statements”), including, but not limited to, statements relating to the Company’s succession plan for its chief financial officer position. Forward-looking statements may generally be identified by the use of the words “anticipates,” “hopes,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions, and phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result, and similar such expressions also identify forward-looking information. These forward-looking statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports and detailed from time to time in the Company’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. Additional information regarding certain of these material factors and assumptions may be found in the Company’s filings described above. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable in the circumstances, but readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect actual outcomes, unless required by law.

 

v3.23.3

Cover	Sep. 18, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Sep. 18, 2023
Entity File Number	001-14956
Entity Registrant Name	Bausch Health Companies Inc.
Entity Central Index Key	0000885590
Entity Tax Identification Number	98-0448205
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	2150 St. Elzéar Blvd. West
Entity Address, City or Town	Laval
Entity Address, State or Province	QC
Entity Address, Country	CA
Entity Address, Postal Zip Code	H7L 4A8
City Area Code	514
Local Phone Number	744-6792
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, No Par Value
Trading Symbol	BHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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