PFIZER INC false 0000078003 0000078003 2020-05-28 2020-05-28 0000078003 us-gaap:CommonStockMember 2020-05-28 2020-05-28 0000078003 pfe:M0.250NotesDue20222Member 2020-05-28 2020-05-28 0000078003 pfe:M1.000NotesDue20271Member 2020-05-28 2020-05-28

 

 

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 28, 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 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 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

On May 28, 2020, Pfizer Inc. (the “Company”) completed a public offering of $750,000,000 aggregate principal amount of 0.800% Notes due 2025, $1,000,000,000 aggregate principal amount of 1.700% Notes due 2030, $1,000,000,000 aggregate principal amount of 2.550% Notes due 2040 and $1,250,000,000 aggregate principal amount of 2.700% Notes due 2050 (together, the “Notes”).

The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-223221) filed with the Securities and Exchange Commission on February 26, 2018.

The Notes were issued pursuant to an indenture, dated as of September 7, 2018, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, dated as of May 28, 2020, between the Company and the Trustee (the “Fourth Supplemental Indenture”).

The Fourth Supplemental Indenture is filed herewith as Exhibit 4.2 to this Form 8-K and is incorporated herein by reference.

In addition, in connection with the offering of the Notes, the Company is filing a legal opinion regarding the validity of the Notes, filed herewith as Exhibit 5.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No.

   

Exhibit Description

         
 

  4.1

   

Indenture, dated as of September 7, 2018 (incorporated by reference from the Company’s Current Report on Form 8-K filed on September 7, 2018).

         
 

  4.2

   

Fourth Supplemental Indenture, dated as of May 28, 2020.

         
 

  4.3

   

Form of 0.800% Notes due 2025 (included in Exhibit 4.2).

         
 

  4.4

   

Form of 1.700% Notes due 2030 (included in Exhibit 4.2).

         
 

  4.5

   

Form of 2.550% Notes due 2040 (included in Exhibit 4.2).

         
 

  4.6

   

Form of 2.700% Notes due 2050 (included in Exhibit 4.2).

         
 

  5.1

   

Opinion of Margaret M. Madden, Senior Vice President and Corporate Secretary, Chief Governance Counsel of the Company.

         
 

23.1

   

Consent of Margaret M. Madden, Senior Vice President and Corporate Secretary, Chief Governance Counsel of the Company (included in Exhibit 5.1).

         
 

104

   

Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

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.

     

By:

 

/s/ Margaret M. Madden

 

Margaret M. Madden

 

Senior Vice President and Corporate Secretary

 

Chief Governance Counsel

Dated: May 28, 2020     

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