8-K
Elanco Animal Health Inc (ELAN)
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 eventreported): December 17, 2020
Elanco
Animal Health Incorporated
(Exact name of registrant as specified in its charter)
| Indiana | 001-38661 | 82-5497352 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation) | (Commission File Number) | (IRS Employer<br> <br>Identification No.) |
| 2500 Innovation Way<br><br> <br>Greenfield, Indiana<br> <br>(Address of Principal Executive Offices) | 46140<br> <br>(Zip Code) | |
| --- | --- |
(877
)
352-6261
(Registrant’sTelephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changedsince 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):
| ¨ | Written communications<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant<br>to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | ELAN | New York Stock Exchange |
| 5.00% Tangible Equity Units | ELAT | New York Stock Exchange |
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. ¨
| Item 8.01 | Other Events. |
|---|
On December 17, 2020, Elanco Animal Health Incorporated (“Elanco”) announced the exercise in full of the underwriters’ option to purchase up to an additional 8,175,000 shares of Elanco’s common stock, no par value (the “Common Stock”), from Bayer World Investments B.V. (the “Selling Shareholder”), an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, at a price to the public of $30.25 per share, less underwriting discounts, in connection with the previously announced underwritten public offering of 54,500,000 shares of Common Stock, which closed on December 3, 2020. Elanco will not receive any proceeds from the sale of the additional shares of Common Stock by the Selling Shareholder.
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.
| Elanco Animal Health Incorporated | ||
|---|---|---|
| Date: December 17, 2020 | By: | /s/ Michael-Bryant Hicks |
| Name: Michael-Bryant Hicks | ||
| Title: Executive Vice President,<br> General Counsel and Corporate Secretary |