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 29, 2009
PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-3619
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13-5315170
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(State or other Jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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10017
(Zip Code) |
Registrant's telephone number, including area code:
(212) 573-2323
(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))
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
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On June 3, 2009, Pfizer Inc. (the "Company") announced the
closing of an offering of (i) €1,850,000,000 of its 3.625% Notes
due 2013 (the "2013 Notes"), (ii) €2,000,000,000
of its 4.750% Notes due 2016 (the "2016 Notes"), (iii)
€2,000,000,000 of its 5.750% Notes due 2021 (the "2021
Notes") and (iv) £1,500,000,000 of its 6.500% Notes due 2038
(the "2038 Notes" and, together with the 2013 Notes,
2016 Notes and the 2021 Notes, the "Notes"). The Notes were
offered in a private placement to persons outside the United States pursuant
to Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"). Interest on the Notes will be payable annually on June 3 of
each year, beginning on June 3, 2010. On June 3, 2009, the Company issued a press release announcing the completion of the offering and issuance of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Notes have not been and will not be registered under the Securities
Act and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. This Form 8-K
does not constitute an offer to sell or the solicitation of an offer to
buy any of the Notes, nor shall there be any sale of the Notes, in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits | ||
4.1 | Second Supplemental Indenture, dated June 2, 2009, between the Company and The Bank of New York Mellon, as Trustee. | |
99.1 | Pfizer Inc. Press Release, dated June 3, 2009. |
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.
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By: /s/ Matthew Lepore
Matthew Lepore |
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Title: Vice President, Chief Counsel - Corporate Governance,
and Assistant General Counsel
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Dated: June 3, 2009 |
EXHIBIT INDEX
Exhibit No. |
Description |
4.1 | Second Supplemental Indenture, dated June 2, 2009, between the Company and The Bank of New York Mellon, as Trustee. |
99.1 | Pfizer Inc. Press Release, dated June 3, 2009. |