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): October 6, 2008
Eli Lilly and Company
(Exact Name of Registrant as Specified in Charter)
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| Indiana
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001-06351
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35-0470950 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| Lilly Corporate Center
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| Indianapolis, Indiana |
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46285 |
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(Zip Code) |
Registrant’s telephone number, including area code: (317) 276-2000
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
þ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 8.01. OTHER EVENTS.
On October 6, 2008, Eli Lilly and Company (the “Company”) issued a press release announcing
that it has entered into an Agreement and Plan of Merger among ImClone Systems Incorporated
(“ImClone”), the Company and Alaska Acquisition Corporation (the “Purchaser”), a wholly owned
subsidiary of the Company, pursuant to which the Purchaser will commence a tender offer to purchase
all of ImClone’s outstanding common stock at a purchase price of $70 per share in cash. The press
release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| 99.1 |
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Press Release, dated October 6, 2008. |