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): March 14, 2006
BRISTOL-MYERS SQUIBB COMPANY
EMPLOYEE INCENTIVE THRIFT PLAN
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-1136 | 22-079-0350 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
345 Park Avenue
New York, NY, 10154
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (212) 546-4000
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):
| ¨ | 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)) |
Item 4.01. Change in Registrant’s Independent Registered Public Accounting Firm.
On March 14, 2006, the Audit Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Company”) appointed Deloitte & Touche LLP (“D&T”) as the independent registered public accounting firm (“auditors”) for the Bristol-Myers Squibb Company Employee Incentive Thrift Plan (the “Plan”) for the 2005 and 2006 fiscal years and dismissed PricewaterhouseCoopers LLP (“PwC”) as the Plan’s auditors. D&T is auditing the Plans’ financial statements for the fiscal year ended December 31, 2005.
The reports of PwC on the Plan’s consolidated financial statements for the fiscal years ended December 31, 2004 and 2003 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years and through March 14, 2006, there have been no disagreements between the Plan and PwC on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in their reports on the financial statements for such years. During the two most recent fiscal years and through March 14, 2006, there have been no “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.
During the Plan’s two most recent fiscal years and through the date hereof, the Company did not consult with D&T regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company provided PwC with a copy of this disclosure and requested that PwC furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of PwC’s letter, dated March 17, 2006, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 16.1 | Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission |
SIGNATURES
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.
| BRISTOL-MYERS SQUIBB COMPANY | ||||
| EMPLOYEE INCENTIVE THRIFT PLAN | ||||
| Dated: March 17, 2006 | By: | /s/ Andrew R.J. Bonfield | ||
| Name: | Andrew R.J. Bonfield | |||
| Title: | Chief Financial Officer | |||
| Chairman, Bristol-Myers Squibb Company Savings Plan Committee | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 16.1 |
Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission |