UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 17, 2006
Baxter International Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| |
|
|
| 1-4448 |
|
36-0781620 |
| |
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
| One Baxter Parkway, Deerfield, Illinois |
|
60015-4633 |
| |
| (Address of principal executive offices)
|
|
(Zip Code) |
(847) 948-2000
(Registrant’s telephone number, including area code)
(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):
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))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Effective May 17, 2006, John J. Greisch, age 50, was elected to serve as Corporate Vice
President and President, International of Baxter International Inc. (the “Company”).
Previously, he served as the Company’s Chief Financial Officer (principal financial officer and
principal accounting officer), having served in that capacity since June 2004. From January to
June 2004, he was a Corporate Vice President of Baxter World Trade Corporation and Baxter
Healthcare Corporation and President — BioScience. Prior to that, Mr. Greisch served as Vice
President of Finance and Strategy for the BioScience division from May 2003 to January 2004 and as
Vice President of Finance for the Renal division from March 2002 until April 2003. Prior to joining
Baxter, he was president and chief executive officer of FleetPride Corporation, a distribution
company, from 1998 until 2001.
Robert M. Davis, age 39, was elected to succeed Mr. Greisch as the Company’s Chief Financial
Officer. Accordingly, effective May 17, 2006, Mr. Davis will hold the title Corporate Vice
President, Chief Financial Officer and Treasurer (principal financial officer). Mr. Davis has
served as Corporate Vice President and Treasurer of the Company since November 2004. From January
1990 to November 2004, Mr. Davis was employed by Eli Lilly and Company. During that time, Mr.
Davis held numerous financial positions, including assistant treasurer, director of corporate
financial planning and tax counsel.
As previously announced, Michael J. Baughman, age 41, was elected to serve as the Company’s
Corporate Vice President and Controller. In that capacity, effective May 17, 2006, Mr. Baughman
will serve as the Company’s principal accounting officer. Mr. Baughman joined the Company in 2003
as Vice President Corporate Audit and has served as Controller since March 2005. Prior to joining
Baxter, Mr. Baughman had a 16-year career at PricewaterhouseCoopers LLP, during which he held a
number of senior roles, including audit partner and partner in the firm’s mergers and acquisitions
practice.
Each of Mr. Greisch, Mr. Davis and Mr. Baughman will hold office until the next annual
election of officers and until his successor is elected and qualified.
Item 8.01. Other Events.
On May 9, 2006, the Company held its Annual Meeting of Shareholders and shareholders approved
amendments to Article FIFTH of the Company’s Restated Certificate of Incorporation, as amended.
Accordingly, the Company has filed an Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware. The Company’s Amended and Restated Certificate of
Incorporation is filed as Exhibit 3.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is filed herewith:
3.1 Amended and Restated Certificate of Incorporation of the Company.