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): March 2, 2017 (February 28, 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 |
10017 | |||
| (Address of principal executive offices) | (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 28, 2017, Pfizer Inc. (the “Company”) priced a public offering of €1,250,000,000 aggregate principal amount of Floating Rate Notes due 2019, €1,000,000,000 aggregate principal amount of 0.000% Notes due 2020, €1,000,000,000 aggregate principal amount of 0.250% Notes due 2022 and €750,000,000 aggregate principal amount of 1.000% Notes due 2027 (together, the “Notes”).
The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-202430) filed with the Securities and Exchange Commission on March 2, 2015.
In connection with the offering of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”) and related pricing agreement (the “Pricing Agreement”), each dated February 28, 2017, with Barclays PLC, BNP Paribas, Goldman, Sachs & Co. and J.P. Morgan Securities plc, as representatives of the several underwriters named therein.
The Underwriting Agreement, the Pricing Agreement and the press release related to the offering are filed as exhibits to this Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated February 28, 2017. | |
| 1.2 | Pricing Agreement, dated February 28, 2017. | |
| 99.1 | Press Release of Pfizer Inc., February 28, 2017. | |
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: March 2, 2017
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated February 28, 2017. | |
| 1.2 | Pricing Agreement, dated February 28, 2017. | |
| 99.1 | Press Release of Pfizer Inc., February 28, 2017. | |