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 18, 2014

Zoetis Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-35797
 
46-0696167
(State or other jurisdiction
 
(Commission File
 
(I.R.S. Employer
of incorporation)
 
Number)
 
Identification No.)

100 Campus Drive, Florham Park, NJ
 
07932
(Address of principal executive offices)
 
(Zip Code)

(973) 822-7000
(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:

o    Written communication 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 7.01. Regulation FD Disclosure.
On November 18, 2014, Zoetis Inc. (the Company) announced that its Board of Directors has approved a share repurchase program (the Share Repurchase Program), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase price not to exceed $500 million. Share repurchases may be executed through various means, including, without limitation, open market or privately negotiated transactions. The Share Repurchase Program does not have an expiration date and does not obligate the Company to purchase any shares. The authorization for the Share Repurchase Program may be terminated, increased or decreased by the Company’s Board of Directors at any time. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibit:

99.1 Press Release of Zoetis Inc. dated November 18, 2014.





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.
ZOETIS INC.
 
 
By:
 
/s/ Heidi C. Chen
Name:
 
Heidi C. Chen
Title:
 
Executive Vice President,
 
 
General Counsel and Corporate Secretary
Dated: November 18, 2014




INDEX OF EXHIBITS
 
Exhibit
 
 
Number
 
Description
 
 
 
99.1
 
Press Release of Zoetis Inc. dated November 18, 2014.






Exhibit 99.1

For immediate release:            
November 18, 2014

Media Contacts:
 
Investor Contact:
Bill Price
 
John O'Connor
1-973-443-2742 (o)
 
1-973-822-7088 (o)
william.price@zoetis.com
 
john.oconnor@zoetis.com

 
 
 
Elinore White

 

1-973-443-2835 (o)
    



 

elinore.y.white@zoetis.com




 
 
Zoetis Announces Authorization of $500 Million Share Repurchase Program
FLORHAM PARK, N.J. - Nov. 18, 2014 - Zoetis Inc. (NYSE: ZTS), the worlds leading animal health company, today announced that its Board of Directors has authorized a $500 million share repurchase program as part of its capital allocation plans. The shares are expected to be repurchased at the discretion of management, depending on market conditions and business needs. The authorization allows for repurchases to be conducted through open market or privately negotiated transactions or otherwise.

A share repurchase program is an important tool for managing our allocation of capital, and it gives us additional flexibility to return capital to shareholders when it is not needed in the business, said Paul Herendeen, Executive Vice President and Chief Financial Officer of Zoetis. We remain focused on investing capital internally to help grow the business; completing complementary business development activities that can generate additional value; and returning capital to shareholders as part of our total value proposition.
    
About Zoetis
Zoetis (zô-EH-tis) is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 60 years of experience in animal health, Zoetis discovers, develops, manufactures and markets veterinary vaccines and medicines, complemented by diagnostic products and genetic tests and supported by a range of services. In 2013, the company generated annual revenue of $4.6 billion. With approximately 9,800 employees worldwide at the beginning of 2014, Zoetis has a local presence in approximately 70 countries, including 27 manufacturing facilities in 10





countries. Its products serve veterinarians, livestock producers and people who raise and care for farm and companion animals in 120 countries. For more information, visit www.zoetis.com.
 

DISCLOSURE NOTICES
Forward-Looking Statements:  This press release contains forward-looking statements, which reflect the current views of Zoetis with respect to business plans or prospects, future operating or financial performance, expectations regarding products, future use of cash and dividend payments, and other future events. These statements are not guarantees of future performance or actions. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management's underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Zoetis expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, including in the sections thereof captioned Forward-Looking Information and Factors That May Affect Future Results and Item 1A. Risk Factors, in our Quarterly Reports on Form 10-Q and in our Current Reports on Form 8-K. These filings and subsequent filings are available online at www.sec.gov, www.zoetis.com, or on request from Zoetis. 

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