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): August 4, 2022

3M COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Delaware
File No. 1-3285
41-0417775
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     
3M Center, St. Paul, Minnesota
  
55144-1000
(Address of Principal Executive Offices)
  
(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (651) 733-1110

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 (see General Instruction A.2. below):

☒
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))

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, Par Value $.01 Per Share
  
MMM
  
New York Stock Exchange
   
MMM
  
Chicago Stock Exchange, Inc.
0.950% Notes due 2023
  
MMM23
  
New York Stock Exchange
1.500% Notes due 2026
  
MMM26
  
New York Stock Exchange
1.750% Notes due 2030
  
MMM30
  
New York Stock Exchange
1.500% Notes due 2031
  
MMM31
  
New York Stock Exchange

Note: The common stock of the Registrant is also traded on the SWX Swiss Exchange.

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 August 4, 2022, 3M Company (“3M”) issued a press release announcing the commencement of an exchange offer to effect the separation of its Food Safety Business, in furtherance of the previously announced Reverse Morris Trust transaction with Neogen Corporation (“Neogen”) through the merger of Garden SpinCo Corporation, currently a wholly-owned subsidiary of 3M formed to hold the Food Safety Business, with a subsidiary of Neogen.  The transactions are subject to customary conditions, including approval by Neogen shareholders.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
  
Description
 
Press Release, dated as of August 4, 2022, of 3M Company
104
  
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).


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 thereunto duly authorized.

 
3M COMPANY
   
 
By:
/s/ Michael M. Dai
   
Michael M. Dai,
   
Vice President, Associate General Counsel & Secretary

Dated: August 4, 2022