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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 21, 2000
MGI PHARMA, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-10736 41-1364647
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(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
6300 West Old Shakopee Road, Suite 110, Bloomington, MN 55438
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(Address of principal executive offices)
Registrant's telephone number, including area code: (952) 346-4700
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 21, 2000, MGI PHARMA, Inc., a Minnesota corporation ("Buyer"),
purchased certain assets of MedImmune Oncology, Inc., a Delaware corporation
("Seller"), pursuant to an Asset Purchase Agreement, dated as of October 26,
2000, by and between Buyer and Seller (the "Asset Purchase Agreement"). As a
result of this acquisition, Buyer purchased the assets of Seller relating to the
pharmaceutical product Hexalen(R) (altretamine), a chemotherapeutic agent for
the treatment of ovarian cancer. Prior to this transaction, Buyer was not
affiliated with Seller and the Asset Purchase Agreement was negotiated at arms'
length. Buyer's purchase price was determined through negotiations by the
parties. The consideration for the acquisition of Seller's assets consists of an
aggregate fixed payment $7,200,000, payable over an 18-month period, and certain
royalty payments, payable over a ten-year period. The cash used in the
acquisition came from cash and investments on hand.
A copy of the Asset Purchase Agreement is incorporated by reference to
Exhibit 10.1 to Buyer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
2.1 Asset Purchase Agreement, dated as of October 26, 2000, by and between
MedImmune Oncology, Inc. and MGI PHARMA, Inc. (Incorporated by reference to
Exhibit 10.1 to Buyer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000).
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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.
December 1, 2000 MGI PHARMA, INC.
By: /s/ Charles N. Blitzer
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Charles N. Blitzer
President and Chief Executive Officer
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