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Form 8-K

 

 

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)

August 18, 2008

 

 

AMGEN INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-12477   95-3540776

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

One Amgen Center Drive

Thousand Oaks, CA

   91320-1799
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code

805-447-1000

N/A

(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))

 

 

 

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 15, 2008, Amgen Inc. (the “Company”) received notice from the administrator of the Amgen Retirement and Savings Plan (the “Plan”) that in order to transfer the administration of the Plan to a new service provider, Plan participants will be unable to direct or diversify investments in the Plan during the period which is expected to run from 1:00 p.m., Pacific Time, on September 30, 2008 through October 8, 2008 (the “Plan Blackout Period”).

On August 18, 2008, in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, the Company sent a blackout trading restriction notice to its directors and executive officers informing them that they would be prohibited during the Plan Blackout Period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an officer or services as a director.

A copy of the blackout trading restriction notice to directors and executive officers of the Company, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Notice to Directors and Executive Officers of Amgen Inc., dated August 18, 2008 regarding the Plan Blackout Period.

 

2

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.

 

    AMGEN INC.
Date:   August 18, 2008   By:  

/s/    David J. Scott

    Name:   David J. Scott
    Title:  

Senior Vice President,

General Counsel and Secretary

 

3

EXHIBIT INDEX

 

Exhibit

Number

   

Document Description

99.1    Notice to Directors and Executive Officers of Amgen Inc., dated August 18, 2008 regarding the Plan Blackout Period.

 

4

Notice to Directors and Executive Officers of Amgen, Inc.

Exhibit 99.1

Memorandum

 

Date:   Ø   August 18, 2008
To:   Ø   Amgen Board of Directors and Executive Officers
From:   Ø   David J. Scott
Subject:   Ø   Restrictions on Insider Stock Transactions Imposed by Transfer of Amgen Retirement and Savings Plan (the “Plan”)
Copies To:  

Ø

  

Mark A. Schlossberg

Andrea A. Robinson

N. Cris Prince

Vanessa Renna

 

 

Blackout Period for Amgen Retirement and Savings Plan

As you are aware, we will transfer the trustee and recordkeeping duties for the Amgen Retirement and Savings Plan (the “Plan”) to a new service provider, Merrill Lynch. The transfer is expected to be effective October 8, 2008. In order to implement the transfer, Plan activity will be suspended so that Plan participants will be unable to access their account, change investment directions, make transfers within the Plan for the period of time specified below (the “Plan Blackout Period”).

The Plan Blackout Period is expected to run from 1:00 p.m., Pacific Time, on September 30, 2008 through and including October 8, 2008 (the “Plan Blackout Period”).

Prohibited Transactions by Directors and Executive Officers during the Plan Blackout Period

In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, during the Plan Blackout Period, directors and executive officers of the Company are generally prohibited from engaging in transactions involving the Company’s equity securities.

During the Plan Blackout Period, you are prohibited from directly or indirectly, purchasing, selling or otherwise acquiring or transferring any “equity security” of the Company if you acquired those equity securities in connection with your service as a director or employment as an officer. “Equity securities” are defined broadly to include the Company’s common stock, stock options, restricted stock units and any other derivatives based on Company common stock. The following are examples of transactions that you may not engage in during the Plan Blackout Period:

 

  •  

Exercising and holding stock options granted to you in connection with your service as a director or employment as an officer;

 

  •  

Selling Company stock that you acquired by exercising stock options; and

 

  •  

Selling Company stock that you originally received as a restricted stock unit or restricted stock grant.

There are certain limited transactions which are exempt from these rules under Rule 104 of Regulation BTR, including bona fide gifts and bequests, and transfers pursuant to domestic relations orders.

These rules apply in addition to the trading restrictions under the Company’s Insider Trading Policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. In light of the complexity of these rules and the severity of the penalties and other remedies, you are requested to consult with the following designated member of the Law Department before taking any action with respect to equity securities while the Plan Blackout Period is in effect, or if you have any other inquiries about the status of the Plan Blackout Period:

Andrea Robinson

Tel. (805) 447-4734

One Amgen Center Drive

Thousand Oaks, CA 91320-1799

Thank you.