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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: October 19, 1999
(Date of earliest event reported)
AMGEN INC.
(exact name of registrant as specified in its charter)
<S> <C> <C>
Delaware Commission File: 95-3540776
(State or other jurisdiction 000-12477 (I.R.S. Employer Identification No.)
of incorporation or
organization)
One Amgen Center Drive
Thousand Oaks, California 91320-1789
(Address of principal executive offices, including zip code)
(805) 447-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Stock Split
On October 19, 1999, the Board of Directors of Amgen Inc. (the "Company")
declared a 2-for-1 stock split on the Company's common stock, par value $.0001
per share (the "Common Shares"), to be effected by means of a stock dividend.
The stock split will entitle each stockholder of record on November 5, 1999 (the
"Record Date") to receive one additional Common Share for each Common Share
owned of record.
Before the stock split, the Rights Agreement, dated as of February 18, 1997
between the Company and American Stock Transfer and Trust Company (the "Rights
Agreement") provided for one-half (1/2) right to purchase one-two thousandth
(1/2000) of a share of Series A Junior Participating Preferred Stock at $112.50
for each Common Share (the "Right"). Pursuant to Section 11.15 of the Rights
Agreement, after the stock split, each Common Share outstanding shall have
attached to it one-quarter (1/4) of a Right representing the right to purchase
one-four thousandth (1/4000) of a share of Series A Junior Participating
Preferred Stock at $56.25 (subject to possible future adjustment as provided in
the Rights Agreement).
As soon as practicable after the Record Date, the stockholders of record on
the Record Date will be sent a share certificate representing the additional
Common Shares to which they are entitled. The Common Shares will begin trading
on a split-adjusted basis on the Nasdaq National Market on November 22, 1999.
This filing constitutes notice of the foregoing to the holders of
securities of the Company, including the Rights, for purposes of the Rights
Agreement and no other notice will be given.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMGEN INC.
Date: October 21, 1999 By /s/ GEORGE A. VANDEMAN
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Name: George A. Vandeman
Title:Senior Vice President, Corporate
Development, General Counsel
and Secretary
