Pfizer Inc. 8-K

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): February 3, 2017 (February 2, 2017)

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
New York, New York
(Address of principal executive offices)

  
10017
(Zip Code)

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 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))

 

Item 8.01

Other Events

On February 2, 2017, Pfizer Inc. ("Pfizer") entered into an accelerated share repurchase agreement with Citibank N.A. ("Citibank") to repurchase $5 billion of Pfizer's common stock.  Approximately 126 million of the shares to be repurchased under the transaction will be received by Pfizer on February 6, 2017.

At settlement of the agreement, which is expected to occur during or prior to the third quarter of 2017, Citibank may be required to deliver additional shares of Pfizer's common stock to Pfizer, or, under certain circumstances, Pfizer may be required to deliver shares of its common stock or may elect to make a cash payment to Citibank, with the number of shares to be delivered or the amount of such payment based on the volume-weighted average price of Pfizer's common stock during the term of the transaction.

This agreement was entered into pursuant to Pfizer's previously announced share repurchase authorization.

The press release relating to the accelerated share repurchase agreement is filed as an exhibit to this Form 8-K and is incorporated herein by reference.

 

 

 

Item 9.01 Financial Statements and Exhibits.  
(d) Exhibits
    
     
Exhibit No. Description  
99.1 Press Release of Pfizer Inc. dated February 3, 2017  
     

 

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.

   
PFIZER INC.
     
   
By: /s/  Margaret M. Madden
Margaret M. Madden
   
Title: Vice President and Corporate Secretary
Dated: February 3, 2017             Chief Governance Counsel

 

 

EXHIBIT INDEX

Number

 Description
99.1 Press Release of Pfizer Inc. dated February 3, 2017