Current Report Filing (8-k)
30 November 2020 - 11:21PM
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2020-11-30
2020-11-30
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2020-11-30
2020-11-30
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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): November 30, 2020
Elanco
Animal Health Incorporated
(Exact name of registrant as specified
in its charter)
Indiana
|
|
001-38661
|
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82-5497352
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
2500 Innovation Way
Greenfield, Indiana
(Address
of principal executive offices)
|
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46140
(Zip
Code)
|
(Registrant’s
telephone number, including area code): (877)
352-6261
Not Applicable
(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 (see General Instruction A.2. below):
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common stock, no par value
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ELAN
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New York Stock Exchange
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5.00% Tangible Equity Units
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ELAT
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 7.01
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Regulation FD Disclosure.
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On November
30, 2020, Elanco Animal Health Incorporated (“Elanco”) announced the launch of a public offering of
54,500,000 shares of its common stock, no par value (the “Common Stock”), held by Bayer World Investments B.V. (the
“Selling Shareholder”), an affiliate of Bayer Aktiengesellschaft. The Selling Shareholder will be the sole
selling shareholder and will grant to the underwriters an option to purchase up to an additional 8,175,000 shares of Common
Stock. Elanco will not issue shares in the offering and will not receive any proceeds from the offering. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this report
(including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Elanco Animal Health Incorporated
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Date: November 30, 2020
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By:
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/s/ Michael-Bryant Hicks
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Name: Michael-Bryant Hicks
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Title: Executive Vice President, General Counsel and Corporate Secretary
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