UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 1-1136
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Bristol-Myers Squibb Company
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Full Name of Registrant
Not applicable
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Former Name if Applicable
345 Park Avenue
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Address of Principal Executive Office (Street and Number)
New York, N.Y. 10154
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.) [ ]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
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will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
On October 24, 2002, Bristol-Myers Squibb Company (the "Company") issued
a press release, which was subsequently filed with the Securities and Exchange
Commission (the "SEC") on the Company's Current Report on Form 8-K, announcing
that it expects to restate sales and earnings for the prior periods that were
affected by the Company's previously disclosed U.S. wholesaler inventory
buildup situation. The Company previously announced that there will be a delay
in filing the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2002 ("Third Quarter 2002 Form 10-Q"), and an amendment of
the Company's earlier filings, due to the expected restatement of the
Company's sales and earnings. The Company is currently working with its
independent auditors, PricewaterhouseCoopers LLP, on the complex task of
completing the restatement. As a result of the restatement, the Company has
not completed its review of quarterly results for the period ended September
30, 2002, and PricewaterhouseCoopers LLP has not completed a review of interim
financial statements to be included in the Third Quarter 2002 Form 10-Q in
accordance with professional standards and procedures for conducting such
reviews, as established by generally accepted auditing standards, as may be
modified or supplemented by the SEC. Accordingly, the Company is unable to
complete its Third Quarter 2002 Form 10-Q within the prescribed time period.
As reported on the Company's Current Report on Form 8-K filed with the SEC on
November 15, 2002, the Company expects to file its Third Quarter 2002 Form
10-Q in February 2003.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Sandra Leung
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(Name)
(212) 546-4000
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(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [_] No
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As disclosed in the Company's October 24, 2002 press release, the Company
expects to restate sales and earnings upward for 2002 and downward for prior
periods that were affected, primarily in 2000 and 2001, by the Company's
previously disclosed wholesaler inventory buildup situation in its U.S.
pharmaceuticals unit. The Company is currently working on completing the
restatement, including determining the impact of the restatement on the
relevant quarterly periods, and has not completed its review of quarterly
results for the period ended September 30, 2002. Accordingly, the Company is
unable to quantify and discuss for the quarterly period ended September 30,
2002 any significant changes of operations from the corresponding prior
period.
Bristol-Myers Squibb Company
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 15, 2002 By /s/ Sandra Leung
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Name: Sandra Leung
Title: Secretary