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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 9, 2000
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Date of Report (Date of
earliest event reported)
IMMUNEX CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Washington 0-12406 51-0346580
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
51 University Street, Seattle, Washington 98101
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(Address of Principal Executive Offices) (Zip Code)
(206) 587-0430
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On November 9, 2000, Immunex Corporation and American Home Products
Corporation, or AHP, Immunex's principal shareholder, and MDP Holdings, Inc., or
MDP, a wholly owned subsidiary of AHP entered into an underwriting agreement
with Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse First Boston Corporation, Lehman Brothers Inc., Banc
of America Securities LLC, Bear, Stearns & Co. Inc. and Robertson Stephens,
Inc., on behalf of the underwriters, in connection with the offering of up to
80,500,000 shares of common stock. A copy of the underwriting agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by reference. Of the
80,500,000 shares of common stock offered, 20,000,000 shares are newly issued
shares of common stock being offered by Immunex, and 60,500,000 shares of common
stock are being offered by AHP from its existing holdings of Immunex common
stock. The shares being offered by AHP include 10,500,000 shares purchased by
the underwriters pursuant to their over-allotment option which was exercised on
November 10, 2000. The offering is expected to be consummated on November 15,
2000.
Immunex received $773,600,000 in net proceeds from the offering. Immunex
did not receive any proceeds from the sale of shares by AHP. The offering was
made pursuant to a Registration Statement on Form S-3 (File No. 333-43354), and
a Registration Statement filed pursuant to Rule 462(b) (File No. 333-49708)
under the Securities Act of 1933, as amended.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated November 9, 2000,
among Immunex, AHP, MDP and the representatives of the
underwriters named in the Underwriting Agreement.
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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.
IMMUNEX CORPORATION
Dated: November 14, 2000 By /s/ Barry G. Pea
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Name: Barry G. Pea
Its: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit Number Description
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1.1 Underwriting Agreement, dated November 9, 2000,
among Immunex, AHP, MDP and the representatives of the
underwriters named therein.
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