Form 8-K AbbVie Inc. For: Jun 08

 

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): June 8, 2016

 

ABBVIE INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

1 North Waukegan Road

North Chicago, Illinois 60064-6400

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (847) 932-7900

 

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:

 

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)

 

o 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))

 

 

 

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

 

On May 24, 2016, the administrator of the AbbVie Savings Plan (the “Savings Plan”) and the AbbVie Puerto Rico Savings Plan (the “PR Savings Plan”) (collectively, the “Plans,” and each, individually, a “Plan”) provided notice to Plan participants pursuant to Section 101(i)(2) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under the Plans (the “Blackout Period”).  The Blackout Period is required because the Plans are undergoing administrative changes, including a recordkeeper change for the Plans, a trustee change for the Savings Plan, and a custodian change for the PR Savings Plan.

 

During the Blackout Period, Plan participants will be unable to engage in transactions involving the assets held in their Plan accounts, including changing contribution rates, directing or diversifying investments (including investments in AbbVie Inc. common stock), and obtaining Plan loans, withdrawals, and distributions.

 

As described more fully in the notice, the Blackout Period is expected to begin on June 24, 2016 at 2:00 p.m. CST and expected to end on July 13, 2016.  During the Blackout Period and for two years after the Blackout Period end date, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the Blackout Period by submitting a request to AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064, Attn: Vice President, Total Rewards; (847) 938-9816.

 

On June 8, 2016, the registrant sent a notice to its directors and executive officers (the “Notice”) informing them of the Blackout Period and the restrictions on trading in AbbVie Inc. common stock (including with respect to derivatives) that apply to them during the Blackout Period pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.  A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

 

Item 9.01                                           Financial Statements and Exhibits

 

Exhibit No.		Exhibit
99.1		Notice provided to directors and executive officers of AbbVie Inc. on June 8, 2016.

 

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SIGNATURE

 

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.

 

	ABBVIE INC.
Date: June 8, 2016	By:	/s/ William J. Chase
		Name:	William J. Chase
		Title:	Executive Vice President, Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.		Exhibit
99.1		Notice provided to directors and executive officers of AbbVie Inc. on June 8, 2016.

 

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Exhibit 99.1

 

Notice of Retirement Plan Blackout Period to

Directors and Executive Officers of AbbVie Inc.

 

As a director or executive officer of AbbVie Inc. (“AbbVie”), you are subject to restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934 (“Regulation BTR”).  Those restrictions prohibit certain transactions in AbbVie securities during retirement plan blackout periods.  The purpose of this notice is to inform you of an AbbVie retirement plan blackout period beginning on June 24 and ending on July 13, 2016.

 

In July 2016, the AbbVie Savings Plan (the “Savings Plan”) and the AbbVie Puerto Rico Savings Plan (the “PR Savings Plan”) (collectively, the “Plans,” and each, individually, a “Plan”) will undergo a recordkeeper change, the Savings Plan will undergo a trustee change, and the PR Savings Plan will undergo a custodian change.  During this transition, Plan participants will be unable to engage in transactions involving the assets held in their Plan accounts, including changing contribution rates, directing or diversifying investments (including investments in AbbVie common stock), and obtaining Plan loans, withdrawals, and distributions.  The transition period is called a “Blackout Period.”  The Plan participants and beneficiaries were notified of the Blackout Period on May 24, 2016.

 

The Blackout Period is expected to begin on June 24, 2016 at 2:00 p.m. CST and to end on July 13, 2016.  You can determine whether the Blackout Period has begun or ended by calling Mike Thomas, Vice President, Total Rewards, at (847) 938-9816.

 

This Blackout Period is separate from (but coincides in part with) the quarterly earnings blackout imposed under AbbVie’s general insider trading policy, which disallows certain transactions in AbbVie stock during specific periods (in this case, during the month of July until after the second quarter earnings release).  We are required by Sarbanes-Oxley and Regulation BTR to inform you that, during the entire Blackout Period (beginning on the afternoon of June 24), you are generally prohibited from directly or indirectly purchasing, selling, or otherwise transferring any equity security of AbbVie that you received in connection with your AbbVie service, regardless of whether you participate in either of the Plans.

 

If you have any questions concerning the Blackout Period, please contact Kathleen Scheidt by phone at (847) 938-8188, or you may write to AbbVie Inc., 1 North Waukegan Road, North Chicago, Illinois 60064, Attn: Vice President, Securities & Benefits.

 

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