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: July 15, 1997
MEDIMMUNE, INC.
(Exact name of registrant as
specified in its charter)
Commission File Number: 0-19131
Delaware 52-1555759
(State of (I.R.S. Employer
Incorporation) Identification No.)
35 West Watkins Mill Road, 20878
Gaithersburg, MD (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number,
including area code (301) 417-0770
No Exhibits are being filed with this
report
CytoGam and RespiGam are registered
trademarks of the Company.
MEDIMMUNE, INC.
Current Report on Form 8-K
ITEM 5. OTHER EVENTS
MedImmune, Inc. reported the
information contained in the
following press
releases dated July 10, 1997 and July
14, 1997:
MEDIMMUNE ADOPTS STOCKHOLDER RIGHTS
PLAN
Gaithersburg, MD, July 10, 1997 -
- - MedImmune, Inc. (Nasdaq:MEDI)
today announced that its Board of
Directors has adopted a Stockholder
Rights Plan designed to deter
coercive takeover tactics and to
prevent an acquiror from gaining
control of the Company without
offering a fair price to all of the
Company's stockholders. The Company
is not aware of any current such
effort to acquire control of the
Company.
Pursuant to the terms of the Plan,
common stock purchase Rights will
be distributed as a dividend at the
rate of one Right for each share of
common stock of the Company held
by stockholders of record as of the
close of business on July 21, 1997.
Each Right entitles stockholders to
buy one onehundredth of a share
of preferred stock at an exercise
price of $100. Initially, the
Rights are not exercisable, are not
detachable from the Company's
common stock and do not give any
immediate value to shareholders. The
Rights will be exercisable only if a
person or group acquires beneficial
ownership of 20 percent or more of
the Company's common stock or
commences a tender or exchange
offer upon consummation of which such
a person or group would
beneficially own 20 percent or more
of the Company's stock. The Rights
will expire on July 9, 2007. No
certificates representing the Rights
will be issued at this time.
If any person becomes the
beneficial owner of 20 percent or
more of the Company's common
stock, other than pursuant to a
transaction approved by a majority
of the Continuing Directors (as
defined in the Rights Plan), then
each Right not owned by the 20
percent-or-more stockholder or
related parties will entitle its
holder to purchase, for $100, shares
of the Company's common stock (or,
in certain circumstances as
determined by the Board, cash, other
property, or other securities) with a
market value of $200.
In addition, if any person becomes
the beneficial owner of 20 percent or
more of the Company's common stock
without the prior approval of a
majority of the Continuing
Directors, and subsequently the
Company is involved with any
person in a merger or other
specified transaction that has not
been not approved by a majority of
the Continuing Directors, each Right
will entitle its holder to
purchase, for $100, shares of common
stock of such person with
a market value of $200.
The Company will generally be
entitled to redeem the Rights at
$0.01 per Right at any time until
ten days (subject to extension)
following a public announcement
that a 20 percent position has been
acquired. A summary of the
Stockholder Rights Plan will be
mailed to all stockholders in the
near future.
MedImmune, Inc. is a biotechnology
company focused on developing and
marketing products for the prevention
and treatment of infectious diseases
and for use in transplantation
medicine. MedImmune currently
markets two products through its
hospital-based sales force and has
seven new product candidates in
clinical trials. MedImmune is
located in Gaithersburg, MD.
This announcement may contain, in
addition to historical information,
certain forward-looking statements
that involve risks and
uncertainties. Such statements
reflect management's current views
and are based on certain
assumptions. Actual results could
differ materially from those
currently anticipated as a result
of a number of factors, including
risks and uncertainties discussed in
the Company's filings with the U.S.
Securities and Exchange Commission.
MEDIMMUNE SECURES AGREEMENT WITH
MAJOR GROUP PURCHASING ORGANIZATION
Gaithersburg, MD, July 14, 1997 --
MedImmune, Inc. (Nasdaq:MEDI) today
announced that it signed an
agreement with one of the largest
group
purchasing organizations worldwide,
University Healthsystem Consortium
Services Corporation (UHCSC).
UHCSC services the majority of
teaching hospitals in the U.S.
which represents a large portion of
MedImmune's business. The
agreement is a commitment by UHCSC to offer MedImmune's
commercialized products, RespiGam
- -registered trademard-,
(respiratory syncytial virus (RSV)
immune globulin intravenous (human))
and CytoGam registered trademark-,
(cytomegalovirus (CMV) immune
globulin intravenous (human)) to
their member hospitals. MedImmune
is hopeful that this relationship
will further increase sales and
aid in launching future products.
"We believe that MedImmune's
products are important to the
patients of our member hospitals,"
commented Weldon Johnson, Corporate
Director of UHCSC's Pharmacy Program.
"This agreement represents our
commitment to MedImmune's efforts to
provide important healthcare products
to the medical community."
UHCSC is a health care provider
system composed of 78 member
hospitals, including most of the
major university hospitals. These
hospitals are authorized to enter
into pharmaceutical purchase
agreements with drug suppliers at prices
pre-negotiated by UHCSC. MedImmune's agreement
authorizes UHCSC to offer RespiGam -
registered trademark- and CytoGam
registered trademark- at the
agreement prices and if a pre-
determined amount of product is
purchased by the member institutions,
an incentive is provided to UHCSC.
MedImmune agrees to provide UHCSC with an
administrative fee to cover
additional services performed for
MedImmune. For example, UHCSC will
aid in promoting MedImmune's RSV
Education and Counseling Helpline
(REACH) program to all of its member
institutions.
"We are hopeful that the association
we have formed with UHCSC will be the
beginning of a long-term
relationship," commented David P.
Wright, Executive Vice President,
Sales and Marketing. "The
agreement offers opportunities for
collaborative clinical research
projects and improved access by
our sales and marketing team to the
member hospitals, and also provides
increased visibility for our current
and future products."
RespiGam -registered trademark- is
a polyclonal antibody licensed for
prevention of serious lower
respiratory tract infection caused
by RSV in children under 24
months of age with BPD or a history
of premature birth (i.e., less
than or equal to 35 weeks
gestation; please see full
prescribing information). RespiGam
- -registered trademark- is the
only product demonstrated to be
safe and effective in reducing
incidence and duration of RSV
hospitalization and severity of RSV
illness in these highrisk infants.
RSV is the leading cause of pneumonia
and bronchiolitis in infants,
causing approximately 90,000
hospitalizations and 4,500 fatalities
in the U.S. annually. RespiGam -
registered trademark- is marketed in
the United States by MedImmune
together with the Wyeth-Lederle
Vaccines and Pediatrics sales force
of Wyeth-Ayerst Laboratories (a
division of American Home Products
Corporation; NYSE:AHP). MedImmune
has established a collaboration
with Baxter Healthcare Corporation
(a division of Baxter
International; NYSE:BAX) for
commercialization of RespiGam -
registered trademark- outside of
North America.
CytoGam -registered trademark- is an
intravenous immune globulin enriched
in antibodies against CMV and is
marketed by the Company for the
attenuation of primary CMV
disease in donor-positive/recipient-
negative kidney transplant patients
(please see full prescribing
information). CMV
is the principal viral pathogen
in kidney transplant patients,
often causing severe illness which
can result in death. In
addition, CMV infection may be
associated with graft rejection and
complications such as other
opportunistic infections.
MedImmune's hospital based sales
force markets CytoGam -registered
trademark- in the U.S. CytoGam -
registered trademark- is sold through
distributors outside of the U.S.
MedImmune, Inc. is a
biotechnology company focused on
developing and marketing products
for the prevention and treatment of
infectious diseases and for use in
transplantation medicine. MedImmune
has seven new product candidates in
clinical trials. RespiGam -
registered trademark- and CytoGam -
registered trademark- are
manufactured by Massachusetts
Biologic Laboratories. MedImmune is
located in Gaithersburg, MD.
This announcement may contain, in
addition to historical information,
certain forward-looking statements
that involve risks and uncertainties.
Such statements reflect management's
current views and are based on
certain assumptions. Actual results
could differ materially from those
currently anticipated as a result
of a number of factors, including
risks and uncertainties discussed
in the Company's filings with the
U.S. Securities and Exchange
Commission.
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 thereunto duly
authorized.
MEDIMMUNE, INC.
Registrant)
/s/
Date: July 15, 1997 David LeBuhn
Treasurer
