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): April 21, 2016

 

 

Baxter International Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
(State or other jurisdiction of incorporation)
1-4448		36-0781620
(Commission File Number)		(I.R.S. Employer Identification No.)
One Baxter Parkway, Deerfield, Illinois		60015
(Address of principal executive offices)		(Zip Code)

(224) 948-2000

(Registrant’s telephone number, including area code)

 

(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 filing obligation of the registrant under any of the following provisions:

 

¨	Written communications 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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Item 5.04

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On April 27, 2016, Baxter International Inc. (“Baxter”) sent a notice (the “Blackout Notice”) to its directors and its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), informing them that, in connection with Baxter’s offer to exchange up to 12,800,000 shares of common stock of Baxalta Incorporated for shares of Baxter common stock (“Baxter Shares”) pursuant to the preliminary Prospectus, dated April 21, 2016 (the “Exchange Offer”), a blackout may be imposed during which they would be subject to certain trading restrictions with respect to Baxter Shares. Such a blackout will be imposed if 50% or more of the participants or beneficiaries located in the United States, its territories and possessions under the individual account plans maintained by Baxter, including the Baxter International Inc. Incentive Investment Plan and the Baxter Healthcare of Puerto Rico Savings and Investment Plan (collectively, the “Savings Plans”), direct the trustee for the relevant Savings Plan (or its designated agent) to exchange in the Exchange Offer some or all of the Baxter Shares held in eligible Baxter common stock funds (the “Baxter Stock Funds”) attributable to their Savings Plan accounts.

Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR (i.e., the Blackout Trading Restriction), promulgated by the U.S. Securities and Exchange Commission, generally impose certain restrictions on trading by directors and executive officers in the event that 50% or more of an issuer’s plan participants are so restricted. The reason for the potential blackout is that participants in the Savings Plans who tender their Baxter Shares in the Exchange Offer will be unable, during a period of more than three consecutive business days, to exchange their account balances out of the Baxter Stock Funds, obtain any distributions, obtain withdrawals of account balances invested in the Baxter Stock Funds or obtain loans from the Baxter Stock Funds. Baxter received the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, on April 21, 2016. Baxter does not know at this time if 50% or more of Savings Plan participants will actually participate in the Exchange Offer. If Baxter determines that fewer than 50% of the Savings Plan participants actually participate in the Exchange Offer, the potential blackout will not be imposed.

During the blackout period (if it occurs), directors and Section 16 officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Baxter Shares or derivative security with respect to Baxter Shares acquired in connection with their service or employment as a director or Section 16 officer of Baxter, except that directors and Section 16 officers will have the opportunity to exchange those Baxter Shares in the Exchange Offer and except for certain other limited exceptions. Baxter anticipates the blackout period (if it occurs) will begin on May 17, 2016, at 4:00 p.m. Eastern Daylight time, and end on May 26, 2016 (assuming no extension of the Exchange Offer).

Directors and Section 16 officers are also subject to a blackout under Baxter’s Securities Trading Policy. Directors and Section 16 officers may not elect to participate in the Exchange Offer prior to the expiration of such blackout period, and must pre-clear any proposed participation in the Exchange Offer with the Corporate Secretary after such date, subject to the restrictions described above.

Any inquiries during the blackout period (if it occurs) may be directed to:

Ellen K. McIntosh

Associate General Counsel

Baxter International Inc.

One Baxter Parkway

Deerfield, Illinois 60015

(224) 948-3086

Attached hereto as Exhibit 99.1 and incorporated by reference is a form of the Blackout Notice.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

99.1		Form of Blackout Notice, dated April 27, 2016, provided to directors and Section 16 officers of Baxter.

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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.

 

Dated: April 27, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Form of Blackout Notice, dated April 27, 2016, provided to directors and Section 16 officers of Baxter.