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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 16, 2000
ANTIGENICS INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 000-29089 06-1562417
(State or other jurisdiction of (Commission file number) (IRS employer identification
incorporation or organization) number)
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630 FIFTH STREET, SUITE 2100, NEW YORK, NY 10111
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area
code:
(212) 332-4774
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 16, 2000, we completed our acquisition of Aquila
Biopharmaceuticals, Inc. The acquisition was structured as a merger of a wholly
owned subsidiary of Antigenics with and into Aquila pursuant to an Agreement and
Plan of Merger among Antigenics, St Marks Acquisition Corp. and Aquila dated as
of August 18, 2000. The Merger was a tax-free reorganization and is being
accounted for as a purchase.
As consideration for the merger, the stockholders of Aquila received
0.2898 shares of common stock, $.01 par value, of Antigenics in exchange for
each of their shares of common stock, $.01 par value, of Aquila. Cash is payable
in lieu of any fractional shares of Antigenics common stock otherwise issuable
in the merger for a price equal to the fraction times $13.63. An outstanding
warrant and all outstanding options to purchase shares of Aquila common stock
were automatically converted into a warrant and options to purchase Antigenics
common stock at the exchange ratio described above.
The number of shares of Antigenics common stock delivered as the
merger consideration was determined through arms-length negotiation between the
parties. There was no material relationship between Aquila or its stockholders
and Antigenics or any of its affiliates, directors or officers, or any associate
of an Antigenics director or officer.
The assets acquired in the merger were used by Aquila in the business
of discovery, development and commercialization of products to prevent, treat or
control infectious diseases, autoimmune disorders and cancers. Antigenics
intends that Aquila, as a wholly owned subsidiary of Antigenics, will operate in
the same business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
To be filed by amendment.
(b) Pro Forma Financial Information.
To be filed by amendment.
(c) Exhibits:
2.1 Agreement and Plan of Merger among Antigenics Inc., St. Marks
Acquisition Corp. and Aquila Biopharmaceuticals, Inc. dated as of
August 18, 2000. Previously filed as Exhibit 99.1 to Antigenics'
Current Report on Form 8-K dated August 18, 2000 (Commission File
No. 0-29089) and incorporated herein by reference.
99.1 Press release, dated November 17, 2000. Filed herewith.
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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.
ANTIGENICS INC.
Dated: November 30, 2000 By: /s/ Garo H. Armen
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Garo H. Armen Ph.D., President and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger among Antigenics Inc., St. Marks
Acquisition Corp. and Aquila Biopharmaceuticals, Inc. dated as of
August 18, 2000. Previously filed as Exhibit 99.1 to Antigenics'
Current Report on Form 8-K dated August 18, 2000 (Commission File
No. 0-29089) and incorporated herein by reference.
99.1 Press release, dated November 17, 2000. Filed herewith.
