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): ~~January~~February 713, 2012

Inhibitex, Inc.

(Exact name of registrant as specified in its charter)


Delaware	0-50772	742708737
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9005 Westside Parkway, Alpharetta, Georgia		30009
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 678-746-1100

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:

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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

As previously disclosed, on January 7, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bristol-Myers Squibb Company, a Delaware corporation (“Parent”) and Inta Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on January 13, 2012, Parent and Purchaser commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Shares”), for $26.00 per Share, net to the seller in cash but subject to any applicable withholding taxes (the “Offer Price”) upon the terms and subject to the conditions set forth in the offer to purchase, dated January 13, 2012 (as amended or supplemented, the “Offer to Purchase”) and the related letter of transmittal (as amended or supplemented, the “Letter of Transmittal”).

On February 13, 2012, Parent announced the completion ~~January~~of the Offer. The Offer expired at 12:00 midnight, New York City time, on February 710, ~~2011~~2012, ~~Inhibitex~~as scheduled and was not extended. According to Wells Fargo Bank, ~~Inc~~N.A., athe ~~Delaware~~depositary ~~corporation~~for ~~(“Inhibitex”~~the orOffer, ~~the~~77,532,611 ~~“Company”)~~Shares (not including 4,260,705 ~~entered~~Shares tendered ~~into~~by annotice ~~Agreement~~of guaranteed delivery) were validly tendered and ~~Plan~~not withdrawn as of ~~Merger~~the (expiration of the ~~“Merger~~Offer, ~~Agreement”)~~representing ~~with~~approximately ~~Bristol-Myers~~91% ~~Squibb~~of ~~Company~~the outstanding Shares (approximately 96%, assuming all Shares tendered by notice of guaranteed adelivery ~~Delaware~~are ~~corporation~~received ~~(“Bristol-Myers~~by ~~Squibb”~~Purchaser),. ~~and~~Purchaser ~~Inta~~has ~~Acquisition~~accepted ~~Corporation,~~for apayment ~~Delaware~~all ~~corporation~~Shares that were validly tendered and anot ~~wholly-owned~~withdrawn ~~subsidiary~~in ofaccordance ~~Bristol-Myers~~with ~~Squibb~~the ~~(“Sub”)~~terms of the Offer.

~~Pursuant~~On toFebruary 13, ~~the Merger Agreement~~2012, Parent and ~~upon~~Purchaser ~~the~~effected ~~terms~~a ~~and~~short-form ~~subject~~merger tounder ~~the~~Delaware ~~conditions thereof~~law, ~~Sub~~without ~~will commence~~ a ~~tender~~vote ~~offer~~of ~~(the “Offer”)~~or tomeeting ~~acquire all~~ of the ~~outstanding~~Company’s ~~shares of common stock~~stockholders, ~~par~~pursuant ~~value~~to ~~$0.001~~which ~~per~~Purchaser ~~share,~~merged ofwith and into the Company (the “~~Shares~~Merger”) ~~at a price of $26.00 per Share~~, ~~net~~with to the ~~seller~~Company insurviving ~~cash~~as ~~but~~a ~~subject~~wholly-owned tosubsidiary ~~any~~of ~~required withholding taxes (the “Offer Price”)~~Parent.

The aggregate consideration in the Offer and the Merger ~~Agreement~~to ~~provides~~acquire ~~that~~all ~~Sub~~of ~~will~~the ~~commence~~outstanding Shares, and to cancel or acquire the ~~Offer~~underlying ~~within 10~~shares ~~business~~with ~~days~~respect ~~after~~to ~~January~~all 7outstanding options and warrants, ~~2012~~is approximately $2,535,257,568 ~~and~~in ~~that~~cash. ~~the~~Parent, through ~~Offer~~its general corporate funds, has funded or will ~~remain~~fund ~~open~~the consideration for atthe ~~least~~Shares, 20options ~~business~~and ~~days~~warrants acquired in the Offer and the Merger.

~~Pursuant~~Item to the Merger Agreement, after the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Bristol-Myers Squibb3.01 ~~Upon~~Notice ~~completion~~ of ~~the~~Delisting ~~Merger, each Share outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares that are held by Bristol-Myers Squibb, Sub, the Company in treasury~~ or ~~stockholders~~Failure ~~exercising their appraisal rights under the Delaware General Corporation Law (the “DGCL”)) will be cancelled and converted into the right~~ to ~~receive~~Satisfy ~~the~~a ~~Offer~~Continued ~~Price in~~Listing ~~cash~~Rule ~~(without interest and subject to applicable withholding taxes). In addition, each unexpired and unexercised option to purchase Shares then in effect (the “Options”), whether vested~~ or ~~unvested,~~Standard; ~~will~~Transfer ~~be cancelled in exchange for the right to receive the excess, if any,~~ of ~~the Offer Price over the exercise price of such Option immediately prior to the Effective Time~~Listing. In the event that the exercise price of an Option is equal to or greater than the Offer Price, such Option shall be cancelled for no consideration. Subject to the terms of the underlying warrant agreements, all warrants of the Company will be treated in a similar manner.

IfThe ~~Sub~~information ~~holds~~disclosed ~~90%~~under orItem 2.01 ~~more~~ of ~~the~~this ~~outstanding~~Current ~~Shares~~Report ~~immediately~~on ~~following~~Form 8-K is incorporated by reference into this Item 3.01. As a result of the consummation of the Offer and the Merger, the Company, ~~Bristol-Myers~~no ~~Squibb~~longer ~~and~~fulfilled ~~Sub~~the ~~will~~numerical ~~take~~listing ~~all~~requirements ~~necessary~~of the NASDAQ Capital Market (the “NASDAQ”) and ~~appropriate~~requested ~~actions~~that tothe ~~effect~~Shares abe withdrawn from listing on the NASDAQ as of the close of market on February 13, 2012. The NASDAQ has filed with the Securities Exchange Commission (the “~~short-form~~SEC”) ~~merger~~a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities ~~DGCL~~Exchange ~~without~~Act ~~additional~~of ~~approval~~1934, byas amended (the ~~Company’s~~“Exchange ~~stockholders~~Act”), to delist and deregister the Shares. ~~Otherwise~~Upon the filing of the Form 25, the Shares were delisted from the NASDAQ. The Company ~~will~~also ~~hold~~intends to file with the SEC a ~~special~~Form ~~stockholders’~~15 ~~meeting~~under the Exchange Act relating to ~~obtain~~the ~~stockholder~~Shares, ~~approval~~which would terminate and suspend the Company’s reporting obligations under Section 13 and 15(d) of the ~~Merger~~Exchange Act, respectively.

~~The~~Item ~~obligation~~3.03 ofMaterial ~~Sub~~Modification to ~~accept~~Rights ~~for payment and pay for Shares tendered into the Offer is subject to the satisfaction or waiver~~ of ~~a number~~Security of conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and there being validly tendered into the Offer (and not properly withdrawn prior to any then scheduled expiration of the Offer) a number of Shares that constitutes at least a majority of the total number of the issued and outstanding Shares determined on a fully-diluted basis (such condition, the “Minimum Condition”). The Minimum Condition may not be waived by Bristol-Myers Squibb or Sub without the prior written consent of the Company. Consummation of Holders

~~the~~The ~~Offer~~information isdisclosed ~~subject~~under ~~to certain additional conditions~~Item 2.01, ~~including:~~Item 3.01 ~~(i)~~and Item ~~accuracy~~5.01 of ~~the~~this ~~Company’s~~Current ~~representations~~Report ~~and~~on ~~warranties~~Form as8-K ofis ~~the~~incorporated ~~expiration~~by ~~time~~reference ofinto this Item 3.03. At the ~~Offer~~effective ~~(subject~~time toof ~~certain~~the ~~exceptions)~~Merger, ~~(ii) performance~~each inissued ~~all~~and ~~material~~outstanding ~~respects~~share of the Company’s ~~obligations~~common ~~under~~stock, ~~the~~other ~~Merger~~than ~~Agreement~~any ~~that~~(i) Shares ~~are~~owned ~~required~~by toParent beor ~~performed~~Purchaser, ~~prior~~(ii) Shares toheld by the ~~consummation~~Company ofin ~~the~~treasury ~~Offer,~~and (iii) ~~absence~~Shares ofheld ~~any order~~ by astockholders ~~governmental entity materially delaying or prohibiting the consummation~~ of the ~~Offer~~Company orwho properly ~~compelling~~exercise ~~Bristol-Myers~~appraisal ~~Squibb~~rights orpursuant ~~Sub~~ to ~~implement certain remedial actions, (iv)~~Section ~~absence~~262 of ~~any~~the ~~proceeding~~Delaware ~~instituted,~~General ~~pending~~Corporation orLaw, ~~threatened~~was incanceled ~~writing~~and byconverted ~~a governmental~~into ~~entity~~the ~~challenging,~~right ~~or seeking~~ to ~~materially~~receive ~~delay~~cash orin ~~prohibit~~an ~~the~~amount ~~consummation~~equal ofto the Offer orPrice, ~~seeking~~without tointerest ~~compel~~and ~~Bristol-Myers~~subject ~~Squibb~~to orany ~~Sub~~applicable withholding totaxes. ~~implement~~At ~~certain~~the ~~remedial~~effective ~~actions,~~time ~~(v) absence~~ of the ~~enactment~~Merger, ofthe ~~any~~Company’s ~~law~~stockholders ~~that prohibits~~immediately orprior ~~makes~~to ~~illegal~~ the ~~acceptance~~Effective ofTime ~~payment~~ceased ~~of,~~to orhave ~~payment~~any ~~for,~~rights ~~the~~as ~~Shares,~~stockholders ~~and (vi) absence~~ of ~~any~~the ~~changes,~~Company ~~events,~~(other ~~circumstances~~than ortheir ~~developments~~right ~~that~~to ~~have~~receive ~~had,~~the orOffer ~~would~~Price) ~~reasonably~~and accordingly beno ~~expected~~longer to have, ~~individually~~any orinterest in the ~~aggregate,~~ ~~a material adverse effect on the~~ Company.’s ~~The~~future ~~Merger~~earnings ~~Agreement~~and ~~does not contain a financing condition~~growth.

~~In addition,~~Item ~~subject~~5.01 toChanges ~~the terms of the Merger Agreement, the Company has granted Sub an irrevocable option (the “Top-Up Option”), exercisable only after Sub has accepted and purchased Shares tendered~~ in ~~the~~Control ~~Offer and on the terms and conditions set forth in the Merger Agreement, to purchase from the Company that number~~ of Shares equal to the lesser of (i) the number of Shares that, when added to the number of Shares held by Bristol-Myers Squibb and Sub at the time of the exercise of the Top-Up Option, will constitute one Share more than 90% of the total Shares then outstanding (determined after giving effect to the issuance of the Shares pursuant to the Top-Up Option) and (ii) the aggregate number of Shares that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued). Registrant

~~The~~At ~~Merger~~the ~~Agreement~~effective ~~includes~~time ~~customary representations, warranties and covenants~~ of the ~~Company~~Merger, ~~Bristol-Myers~~a ~~Squibb~~change ~~and Sub. The Company has agreed to operate its business in the ordinary course until the earlier~~ of ~~the~~control ~~termination~~ of the ~~Merger~~Company ~~Agreement~~occurred and the ~~Effective Time. The~~ Company has ~~made~~become ~~representations~~a ~~regarding~~wholly-owned ~~the~~subsidiary ~~absence~~ of ~~certain~~Parent. ~~specified~~The ~~events~~information ~~with respect~~disclosed tounder ~~the Company’s product~~Item 2.01, ~~INX-189~~ Item 3.01 ~~The~~and ~~Company~~Item 5.02 ~~has~~of ~~also~~this ~~agreed~~Current ~~not~~Report toon ~~solicit~~Form or8-K ~~initiate~~is ~~discussions~~incorporated ~~with~~by ~~third~~reference ~~parties~~into ~~regarding~~this ~~other proposals to acquire the Company and to certain restrictions on its ability to respond to any such proposals~~Item 5.01.

~~The~~Item ~~Merger~~5.02 ~~Agreement~~Departure ~~also~~of ~~includes~~Directors ~~customary~~or ~~termination~~Principal ~~provisions~~Officers; ~~for~~Election ~~both~~of ~~the~~Directors; ~~Company~~Appointment ~~and Bristol-Myers Squibb and provides that, in connection with the termination~~ of ~~the~~Principal ~~Merger~~Officers; ~~Agreement,~~Compensatory ~~under~~Agreements ~~certain circumstances, the Company must pay Bristol-Myers Squibb a termination fee~~ of ~~$75,879,404.~~Certain Officers

~~The~~Pursuant ~~representations,~~to ~~warranties~~the ~~and~~terms ~~covenants~~of ~~contained in~~ the Merger Agreement, ~~were~~immediately ~~made~~prior ~~only~~to ~~for~~ the ~~purposes~~effective time of the Merger ~~Agreement,~~on ~~were~~February 13, ~~made~~2012, aseach of ~~specific~~Michael ~~dates~~A. Henos, ~~were~~M. ~~made~~James Barrett, ~~subject~~Gabriele toM. ~~certain~~Cerrone, ~~exceptions~~Chris McGuigan, ~~solely~~Russell ~~for~~M. Medford, Russell H. Plumb, Marc L. Preminger and A. Keith Willard resigned from the ~~benefit~~Board of Directors of the ~~parties~~Company, toand ~~the~~any ~~Merger~~committee ~~Agreement~~thereof. Upon ~~and~~consummation ~~may~~of ~~not~~the ~~have~~Merger ~~been~~and ~~intended~~pursuant to bethe ~~statements~~Merger ofAgreement, ~~fact~~Demetrios ~~but~~Kydonieus, ~~rather~~Jeffrey Galik and Kabir Nath, aseach of whom was a ~~method~~director of ~~allocating~~Purchaser ~~risk~~immediately ~~and~~prior ~~governing~~ to the effective ~~contractual~~time ~~rights~~of ~~and~~the ~~relationships~~Merger, ~~among~~became directors of the ~~parties~~Company tofollowing the Merger ~~Agreement~~. InOn ~~addition~~February 13, ~~such~~2012, ~~representations~~upon the mutual agreement of the parties, ~~warranties~~Mr. Plumb’s employment relationship with the Company ended, and ~~covenants~~Mr. Plumb, subject ~~may~~to ~~have~~his ~~been~~continued ~~qualified~~compliance bywith certain ~~disclosures~~restrictive covenants, but not ~~reflected~~including inthe noncompetition covenant, became eligible to receive the ~~text~~severance ofbenefits set forth in his employment agreement with the ~~Merger~~Company. ~~Agreement~~Pursuant ~~and~~to ~~may apply~~the ~~standards~~terms of the ~~materiality~~Merger ~~and~~Agreement, ~~other~~the ~~qualifications~~executive ~~and~~officers ~~limitations~~of inPurchaser aimmediately ~~way~~prior ~~that~~to isthe ~~different~~effective ~~from~~time ~~what~~of ~~may~~the beMerger ~~viewed~~became asthe ~~material~~executive byofficers of the Company’s ~~stockholders~~following the Merger. ~~None~~The new executive officers of the Company’s ~~stockholders~~are orDemetrios ~~any~~Kydonieus (President), ~~other~~David ~~third~~T. ~~parties~~Bonk ~~should~~(Vice ~~rely on~~President), ~~the~~P. ~~representations~~Joseph Campisi, ~~warranties~~Jr. ~~and~~(Vice ~~covenants~~President), orJeffrey ~~any~~Galik ~~descriptions~~(Treasurer) ~~thereof~~and asKatherine ~~characterizations~~Kelly of(Secretary). ~~the~~Information ~~actual~~about ~~state~~the ofnew ~~facts~~directors orand ~~conditions~~executive officers of the Company, ~~Bristol-Myers~~is ~~Squibb,~~contained ~~Sub~~in orAnnex ~~any~~A ofto ~~their~~the Schedule ~~respective~~14D-9 ~~subsidiaries~~filed orby ~~affiliates~~the Company on January 17, 2012.

~~The~~Item ~~Merger~~5.03 ~~Agreement~~Amendments ~~and this summary are not intended~~ to ~~modify~~Articles orof ~~supplement~~Incorporation ~~any factual disclosures about the Company~~ or ~~Bristol-Myers~~Bylaws; ~~Squibb.~~Change ~~The foregoing description~~ of ~~the~~Fiscal Offer, the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. Year

~~Tender~~In connection with the consummation of the Merger, the Company’s Eighth Amended and ~~Support~~Restated Certificate of Incorporation, as amended, and its Amended and Restated By-laws were amended and restated in accordance with the terms of the Merger Agreement. Copies of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Concurrently with the execution and delivery of the Merger Agreement, certain stockholders of the Company (including certain of its directors and its chief executive officer) with beneficial ownership of approximately 17% of the Shares outstanding, entered into a tender and support agreement (the “Tender and Support Agreement”) with Bristol-Myers Squibb, Sub and, solely with respect to certain sections thereof, the Company. Pursuant to the terms and conditions of the Tender and Support Agreement, each stockholder agreed, among other things, (i) to tender all Shares beneficially owned by them pursuant to the Offer, (ii) if necessary, to vote all Shares beneficially owned by them in favor of the adoption of the Merger Agreement and the approval of the Merger and (iii) not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company. The Tender and Support Agreement terminates, among other events, in the event the Merger Agreement is terminated in accordance with its terms.

The foregoing description of the Tender and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Tender and Support Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events

On January 7, 2012, the Company and Bristol-Myers Squibb issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Additional Information and Where to Find It

The tender offer described in this report has not yet commenced, and this report is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Bristol-Myers Squibb will cause Sub to file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. Investors and Inhibitex stockholders are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by Inhibitex with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov. In addition, a copy of the offer to purchase, letter of transmittal and certain other related tender offer documents (once they become available) may be obtained free of charge by directing a request to Bristol-Myers Squibb at www.bms.com or Office of the Corporate Secretary, 345 Park Avenue, New York, New York 10154-0037. A copy of the tender offer statement and the solicitation/recommendation statement will be made available to all stockholders of Inhibitex free of charge at www.inhibitex.com or by contacting Inhibitex, Inc. at 9005 Westside Parkway, Alpharetta, Georgia 30009, Telephone Number (678) 746-1100.

In addition to the offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, Bristol-Myers Squibb and Inhibitex file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Bristol-Myers Squibb or Inhibitex at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Bristol-Myers Squibb’s and Inhibitex’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than historical facts included in this report, including statements regarding the timing and the closing of the tender offer and merger transactions; the ability of Bristol-Myers Squibb to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing, are forward looking statements. These intentions, expectations, or results may not be achieved in the future and various important factors could cause actual results or events to differ materially from the forward-looking statements that Inhibitex makes, including uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Inhibitex’s stockholders will tender their stock in the offer; the possibility that competing offers may be made; the possibility that various closing conditions to the transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; that there is a material adverse change to the business, financial condition, covered assets, liabilities or results of operations of Inhibitex and its subsidiaries, taken as a whole or that would prevent or materially impede, interfere with, hinder or delay the consummation by Inhibitex of the Offer, the Merger or the other transactions contemplated by the Merger Agreement; the absence of certain specified events related to Inhibitex’s product INX-189; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities; as well as other cautionary statements contained elsewhere herein and in time in the companies’ periodic reports filed with the SEC, including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this report.

There may be events in the future that the companies are unable to predict accurately, or over which they have no control. Inhibitex’s business, financial condition, results of operations and prospects may change. Inhibitex may not update these forward-looking statements, even though its situation may change in the future, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information. Inhibitex qualifies all of the information contained in this report, and particularly these forward-looking statements, by these cautionary statements.

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description
ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of January 7, 2012, by and among Bristol-Myers Squibb Company, Inta Acquisition Corporation and Inhibitex, Inc.
3.1		Amended and Restated Certificate of Incorporation of Inhibitex, Inc.
10.1		Tender and Support Agreement, dated as of January 7, 2012.
3.2		Amended and Restated By-laws of Inhibitex, Inc.
99.1		Joint Press Release issued by Bristol-Myers Squibb Company and Inhibitex, Inc. on January 7, 2012 (incorporated by reference to the Schedule 14D-9 filed by Inhibitex, Inc. on January 9, 2012).
20.1		Information Statement pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Annex A of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on January 17, 2012)

SIGNATURES

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.

	Inhibitex, Inc.	~~Inhibitex, Inc.~~
January 10, 2012		By:	/s/ Russell H. Plumb
February 16, 2012	By:	/s/ Demetrios Kydoneius
	Name:	~~Name:~~Demetrios Kydoneius	~~Russell H. Plumb~~
	Title:	~~Title:~~President	~~Chief Executive Officer~~

Exhibit Index

ExhibitNo.		Description
2.1		Agreement and Plan of Merger, dated as of January 7, 2012, by and among Bristol-Myers Squibb Company, Inta Acquisition Corporation and Inhibitex, Inc.
3.1		Amended and Restated Certificate of Incorporation of Inhibitex, Inc.
10.1		Tender and Support Agreement, dated as of January 7, 2012.
3.2		Amended and Restated By-laws of Inhibitex, Inc.
99.1		Joint Press Release issued by Bristol-Myers Squibb Company and Inhibitex, Inc. on January 7, 2012 (incorporated by reference to the Schedule 14D-9 filed by Inhibitex, Inc. on January 9, 2012).
20.1		Information Statement pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Annex A of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on January 17, 2012)

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