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 12, 2023

 

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.)

 

66 Hudson Boulevard East
New York, New York		10001-2192
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(212) 733-2323

(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))

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, $0.05 par value		PFE		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

As previously disclosed, on March 12, 2023, Pfizer Inc. (“Pfizer”) entered into an Agreement and Plan of Merger with Seagen Inc. (“Seagen”), pursuant to which Pfizer will acquire Seagen through a merger (the “Merger”). The closing of the Merger is subject, among other things, to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). In addition, if Pfizer and Seagen refer the Merger to the European Commission (the “EC”) for review under Article 4(5) of the EU Merger Regulation and the EC obtains jurisdiction to review the Merger as a result of such referral, receipt of approval from the EC for the Merger would become a condition for the closing of the Merger. On May 12, 2023, Pfizer and Seagen filed their respective notification and report forms pursuant to the HSR Act with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission.

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 15, 2023