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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: December 13, 2000
(Date of earliest event reported)
AMGEN INC.
(exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware Commission File: 95-3540776
(State or other jurisdiction 000-12477 (I.R.S. Employer Identification
of incorporation or No.)
organization)
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One Amgen Center Drive
Thousand Oaks, California 91320-1799
(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
On December 12, 2000, the Board of Directors of Amgen Inc.
(the "Company") amended and restated its stockholder rights agreement and
approved the Amended and Restated Rights Agreement, dated as of December 12,
2000 (the "Amended and Restated Rights Agreement"), between the Company and
American Stock Transfer & Trust Company (the "Rights Agent"). The Amended and
Restated Rights Agreement: (i) provides, among other things, that, as a result
of two-for-one stock splits of the Company's common stock effected in February
and November 1999 (the "Stock Splits"), each Right shall represent the right to
purchase one four-thousandth of a share of Series A Junior Participating
Preferred Stock of the Company (prior to the amendment, each share of common
stock had attached to it one quarter of a Right representing the right to
purchase one four-thousandth of a share of Series A Junior Participating
Preferred Stock of the Company); (ii) increases the exercise price of each Right
to $350.00 from $56.25 (as adjusted for the Stock Splits); (iii) extends the
term of the rights agreement to December 12, 2010 from March 21, 2007; and (iv)
amends the definition of "Outside Director". Pursuant to the Amended and
Restated Rights Agreement, each share of common stock of the Company has
attached to it one whole Right. The Amended and Restated Rights Agreement is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description is qualified in its entirety by reference to the Amended
and Restated Rights Agreement.
This filing constitutes notice of the foregoing to the holders
of securities of the Company, including the Rights, for purposes of the Amended
and Restated Rights Agreement and no other notice will be given.
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
Exhibit
No. Description
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99.1 Amended and Restated Rights Agreement, dated as of December
12, 2000, between Amgen Inc. and American Stock Transfer &
Trust Company, as Rights Agent.
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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: December 13, 2000 By /s/ Kathryn E. Falberg
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Name: Kathryn E. Falberg
Title: Senior Vice President, Finance and
Corporate Development, and
Chief Financial Officer
