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 the earliest event reported): May 22, 2013

PFIZER INC.

(Exact name of registrant as specified in its charter)

Delaware	1-3619	13-5315170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

235 East 42nd Street

New York, New York 10017

(Address of principal executive offices) (Zip Code)

212-733-2323

(Registrant’s telephone number, including area code)

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:

x 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 May 29, 2013, Pfizer Inc. (“Pfizer”) sent a notice (the “Blackout Notice”) to its directors and its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), informing them that, in connection with Pfizer’s offer to exchange up to 400,985,000 shares of class A common stock of Zoetis Inc. for shares of Pfizer common stock (“Pfizer Shares”) pursuant to the Prospectus, dated May 22, 2013 (the “Exchange Offer”), a blackout may be imposed during which they will be subject to certain trading restrictions with respect to Pfizer Shares. Such a blackout will be imposed if 50% or more of the participants or beneficiaries located in the United States, its territories and possessions under the individual account plans maintained by Pfizer, including the Pfizer Savings Plan, the Pfizer Savings Plan for Employees Resident in Puerto Rico, the Searle Puerto Rico Savings Plan 1165(e), and the Wyeth Union Savings Plan (collectively, the “Plans”), direct the trustee for the relevant Plan (or its designated agent) to exchange in the Exchange Offer some or all of the Pfizer Shares held in eligible Pfizer common stock funds (the “Pfizer Stock Funds”) attributable to their Plan accounts.

Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR (i.e., the Blackout Trading Restriction), promulgated by the U.S. Securities and Exchange Commission, generally impose certain restrictions on trading by directors and executive officers in the event that 50% or more of an issuer’s plan participants are so restricted. The reason for the potential blackout is that participants in the Plans who tender their Pfizer Shares in the Exchange Offer will be unable, during a period of more than three consecutive business days, to exchange their account balances out of the Pfizer Stock Funds, obtain any distributions, obtain withdrawals of account balances invested in the Pfizer Stock Funds or obtain loans from the Pfizer Stock Funds. On May 22, 2013, the third party administrator of the Plans delivered to Pfizer a notice pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, regarding the restrictions relating to the Pfizer Shares held by the Plans.

During the blackout period (if it occurs), subject to certain limited exemptions, directors and Section 16 officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Pfizer Shares or derivative security with respect to Pfizer Shares acquired in connection with their service or employment as a director or Section 16 officer of Pfizer, except that directors and Section 16 officers will have the opportunity to exchange those Pfizer Shares in the Exchange Offer. Pfizer anticipates the blackout period (if it occurs) will begin on June 14, 2013, at 4 p.m. Eastern Daylight time, and end during the week ending on July 5, 2013 (assuming no extension of the Exchange Offer).

Any inquiries during the blackout period (if it occurs) may be directed to:

Matthew Lepore

Vice President and Corporate Secretary

Pfizer Inc.

235 East 42^nd Street

New York, New York 10017

(212) 733-2323

For a period of two years after the ending date of the blackout period (if it occurs), Pfizer stockholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting:

Matthew Lepore

Vice President and Corporate Secretary

Pfizer Inc.

235 East 42^nd Street

New York, New York 10017

(212) 733-2323

Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the Blackout Notice.

Item 8.01 Other Events.

The information under Item 5.04 is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Blackout Notice, dated May 29, 2013, provided to directors and Section 16 officers of Pfizer.

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.

PFIZER INC.
By:	/s/ Matthew Lepore
	Matthew Lepore
	Vice President and Corporate Secretary

Dated: May 29, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Blackout Notice, dated May 29, 2013, provided to directors and Section 16 officers of Pfizer.

EX-99.1

Exhibit 99.1

Corporate Governance

TO:	Directors and Officers Subject to Section 16
FROM:	Matt Lepore
RE:	Notice of Potential Special Trading Blackout in Connection with Zoetis Exchange Offer
DATE:	May 29, 2013

This notice of a potential special trading blackout (the “Special Blackout”) applicable to Pfizer securities is being provided as required by federal law in connection with Pfizer’s offer (the “Exchange Offer”) to exchange up to 400,985,000 shares of class A common stock of Zoetis Inc. (“Zoetis Shares”) for shares of Pfizer common stock (“Pfizer Shares”) pursuant to the Prospectus dated May 22, 2013 (the “Prospectus”).

This notice is being provided in order to notify you that directors of Pfizer and officers of Pfizer who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, may be prohibited, from June 14, 2013, at 4 p.m. Eastern Daylight time, through the week ending on July 5, 2013, from purchasing, selling or otherwise acquiring or transferring Pfizer Shares or derivative securities with respect to Pfizer Shares that you acquired in connection with your service or employment as a director or officer of Pfizer (or any successor or subsidiary corporation). It is possible that the Special Blackout may be extended beyond that period. You will be notified of any changes in these dates. The Special Blackout will be imposed if 50% or more of the participants or beneficiaries located in the U.S., its territories and possessions under individual account plans maintained by Pfizer, including the Pfizer Savings Plan, the Pfizer Savings Plan for Employees Resident in Puerto Rico, the Searle Puerto Rico Savings Plan 1165(e) and the Wyeth Union Savings Plan (collectively, the “Plans”), direct the trustee for the applicable Plan (or its designated agent) to exchange in the Exchange Offer some or all of the Pfizer Shares held in eligible Pfizer common stock funds (the “Pfizer Stock Funds”) attributable to their Plan accounts.

The Special Blackout may be imposed because, in connection with administering the Exchange Offer, the third-party administrator of the Plans (or its designated agent) will impose restrictions on certain transactions involving exchanging participants’ accounts and the Pfizer Stock Funds for more than three consecutive business days. During that time, exchanging participants will be unable to transfer their account balances out of the Pfizer Stock Funds, obtain any distributions, obtain withdrawals of accounts balances invested in the Pfizer Stock Funds or obtain loans from the Pfizer Stock Funds.

With certain exceptions, applicable federal law and regulations require the imposition of a blackout on directors and Section 16 officers if 50% or more of the participants in all individual account plans of a company are prohibited from engaging in transactions with

respect to the company’s equity securities in their plan accounts for more than three consecutive business days, and also require the company to provide its directors and Section 16 officers and the SEC with advance notice of such a blackout.

As a result, although we don’t know at this time if 50% or more of Plan participants will actually participate in the Exchange Offer and, thus, whether the Special Blackout will be imposed, we are required to prepare for the possible imposition of a blackout under the terms set forth in this notice. If we determine that fewer than 50% of the Plan participants actually participate in the Exchange Offer, the Special Blackout will not be imposed.

If the Special Blackout is imposed, it will prohibit you from purchasing, selling or otherwise acquiring or transferring those Pfizer Shares or derivative securities (options, puts, calls, straddles, etc.) noted above, whether or not you hold Pfizer Shares in any of the Plans and whether or not you participate in the Exchange Offer. This prohibition also will apply to your spouse and minor children, if any, anyone who lives in your household and anyone who is financially dependent on you. If the Special Blackout is imposed, it will not prohibit you from (i) exchanging Pfizer Shares for Zoetis Shares in the Exchange Offer; (ii) reinvesting dividends under the Pfizer Shareholder Investment Program; or (iii) after preclearing with Pfizer Corporate Governance, making gifts of Pfizer Shares.

If the Special Blackout is imposed, then, during the blackout period and for a period of two years after the expiration of the blackout period, you may obtain, without charge, information about this notice or about the actual beginning and ending dates of the Special Blackout by contacting me, as follows:

Matthew Lepore

Vice President and Corporate Secretary

Pfizer Inc.

235 East 42^nd Street

New York, New York 10017

Telephone number: 212 733-2323

Important Legal Information

No statement in this document is an offer to purchase or a solicitation of an offer to sell securities. The solicitation and the offer to exchange Pfizer Shares are made only pursuant to the Exchange Offer described in the Prospectus. The Prospectus contains important information that should be read carefully before any decision is made with respect to the Exchange Offer. Such materials have been made available to Pfizer’s stockholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website: www.sec.gov.

Matthew Lepore

Vice President and Corporate Secretary

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