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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMGEN BOULDER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(FORMERLY KNOWN AS SYNERGEN, INC.)
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DELAWARE 84-0868248
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
C/O AMGEN INC.
AMGEN CENTER
1840 DEHAVILLAND DRIVE
THOUSAND OAKS, CA 91320-1789
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
NONE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
CLASS A WARRANT
(TITLE OF CLASS)
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Amgen Boulder Inc. (formerly known as Synergen, Inc.), a Delaware
corporation (the "Registrant"), hereby amends Item 1 of its Registration
Statement on Form 8-A dated April 29, 1991.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
As a result of the merger of Amgen Acquisition Subsidiary, Inc., a Delaware
corporation ("Purchaser") with and into Amgen Boulder Inc. (formerly known as
Synergen, Inc.), a Delaware corporation (the "Registrant"), on December 29,
1994, the Class A Warrants were adjusted pursuant to their terms so that each
Class A Warrant no longer represents the right to purchase shares of common
stock of the Registrant, but instead, represents the right to receive $9.25 in
cash for each share of common stock of the Registrant formerly issuable upon
exercise of the Class A Warrant upon payment of the per share exercise price of
$15.69 until February 29, 1996 and $17.69 thereafter.
On February 1, 1995, the Registrant changed its name from Synergen, Inc. to
Amgen Boulder Inc.
In February, 1995 the Registrant provided written notice of the warrant
adjustment and the name change to the record holders of the Class A Warrants, a
copy of which is attached hereto as Exhibit 99 and incorporated herein by this
reference.
ITEM 2. EXHIBITS.
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99 Notice to the holders of outstanding Class A Warrants of Synergen, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMGEN BOULDER INC.
By: /s/ THOMAS E. WORKMAN, JR.
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Thomas E. Workman, Jr.
Vice President, Secretary
and General Counsel
Dated: March 27, 1995
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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99 Notice to holders of outstanding Class A Warrants of Synergen, Inc....
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EXHIBIT 99
SYNERGEN DEVELOPMENT CORPORATION
1885 33rd Street
Boulder, Colorado 80301-2546
303-938-6200
303-441-5535 FAX
February 1, 1995
Dear Partner in Synergen Clinical Partners, L.P.:
We are writing you to describe how the acquisition of Synergen affects your
investment in Synergen Clinical Partners, L.P. (the "Partnership").
On December 29, 1994 a subsidiary of Amgen completed the acquisition of
Synergen for $9.25 per share, in cash. As a result, Synergen became a
wholly-owned subsidiary of Amgen, and is being renamed Amgen Boulder Inc.
Synergen Development Corporation, the general partner of the Partnership, will
remain a wholly-owned subsidiary of Amgen Boulder Inc.
The Synergen warrants you were issued in connection with your purchase of a
limited partnership unit now represent, upon exercise and payment of the current
per share exercise price ($15.69 per warrant share until February 29, 1996;
$17.69 thereafter), the right to receive the merger consideration of $9.25 in
cash per warrant share.
The Partnership's rights to benchmark payments and royalties related to
commercial development of interleukin-1 receptor antagonist (IL-1ra) were not
changed by the acquisition. Descriptions of those payments and royalties are
included in the January 4, 1991 Agreement of Limited Partnership which you
received when you purchased your limited partnership unit.
A number of partners have inquired about possible tax losses a result of
the acquisition. Because individual tax situations vary, it is not possible to
provide any guidance on this issue. You should consult with your tax advisor to
determine what options are available to you. For your convenience, a copy of the
tax opinion on the original transaction is enclosed.
A number of other inquiries were also made as to whether the acquisition
resulted in changes in the development plans for IL-1ra. At this point in time
the Amgen Boulder Inc. research and clinical staffs are reviewing the plans for
all of Synergen's product candidates, including IL-1ra. The team expects to
complete the review within a few months. For now, the Il-1ra rheumatoid
arthritis trial in Europe is continuing. Any material change in that trial will
be communicated to you in the regular reports you receive from the Partnership.
We appreciate your patience during this transition period. If you have any
questions regarding this letter or any other Partnership issue, please feel free
to contact Sarah Crampton, Director of Investor Relations for Amgen Boulder
Inc., at (805) 447-3352, or Robin Stanley of Paine Webber Incorporated at (800)
433-8901.
Very Truly Yours,
Synergen Development Corporation
General Partner of Synergen Clinical
Partners, L.P.
