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: August 5, 1997
MEDIMMUNE, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-19131
Delaware 52-1555759
(State of Incorporation) (I.R.S. Employer
Identification No.)
35 West Watkins Mill Road, Gaithersburg, MD 20878
(Address of principal executive offices) (Zip Code)
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
Letter to Shareholders dated July 25, 1997:
July 25, 1997
Dear Shareholder:
On July 10, 1997 the Board of Directors announced the adoption of a
Stockholder Rights Plan (the "Rights Plan") and declared a dividend of
one Right on each outstanding share of MedImmune Common Stock. The
Rights were issued on July 21, 1997 to stockholders of record on that
date. This letter describes the Rights Plan and explains our reasons for
adopting it.
The Rights Plan was adopted to protect your interests in the event
the Company is confronted with coercive or unfair takeover tactics. The
Rights Plan contains provisions to safeguard you in the event of an
unsolicited offer to acquire the Company, whether through a gradual
accumulation of shares in the open market, a partial or two-tiered tender
offer that does not treat all stockholders equally, the acquisition in
the open market or otherwise of shares constituting control without
offering fair value to all stockholders, or other abusive takeover
tactics which the Board believes are not in the best interests of the
Company's stockholders. These tactics unfairly pressure stockholders,
squeeze them out of their investment without giving them any real choice,
and deprive them of the full value of their stock.
More than 1,500 corporations have rights plans similar to the one we
have adopted. We consider the Rights Plan to be the best available means
of protecting your right to retain your equity investment in the Company
and the full value of that investment, while not foreclosing a fair
acquisition bid for the Company.
The Rights Plan is not intended to prevent a takeover of the
Company. The declaration of the rights dividend should not affect any
prospective offeror willing to make an offer at a full and fair price or
to negotiate with the Board of Directors and certainly will not interfere
with a merger or other business combination transaction approved by your
Board of Directors.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plan. The
issuance of the Rights has no dilutive effect, will not affect reported
operating results, is not taxable to the Company or to you, and will not
change the way in which you can currently trade the Company's shares. As
explained in the attached summary, the Rights will only be exercisable if
and when an event occurs which triggers their effectiveness. They will
then operate to protect you against being deprived of your right to share
in the full measure of the Company's long-term potential.
A summary of the terms of the Rights Plan is attached. The summary
is not complete and is qualified in its entirety by the Rights Agreement
relating thereto, a copy of which can be obtained free of charge from
MedImmune, Inc., 35 West Watkins Mill Road, Gaithersburg, Maryland 20878,
Attention: Corporate Secretary.
In adopting the Rights Plan, the Board has expressed its confidence
in MedImmune's future and the Board's determination that the stockholders
be given every opportunity to fully participate in that future.
On Behalf of the Board of Directors,
Wayne T. Hockmeyer, Ph.D.
Chairman and Chief Executive Officer
SUMMARY OF TERMS
OF
MEDIMMUNE, INC. STOCKHOLDER RIGHTS PLAN
THE FOLLOWING SUMMARY IS NOT COMPLETE AND IS QUALFIED IN ITS ENTIRETY BY
THE RIGHTS AGREEMENT, COPIES OF WHICH CAN BE OBTAINED FROM MEDIMMUNE,
INC.
Distribution and The Board declared a dividend of one
Transfer of Right for each share of Common Stock
Rights; Rights outstanding. Prior to the Distribution
Certificates: Date referred to below, the Rights are
evidenced by and trade with the Common
Stock and are not exercisable. After
the Distribution Date, the Company will
mail Rights Certificates to
stockholders, together with instructions
regarding exercise of the Rights and
other appropriate information, and the
Rights will become transferable apart
from the Common Stock.
Distribution Date: Rights separate from the Common Stock
and become exercisable following the
earlier of (i) the date of the Flip-in
Trigger referred to below or (ii) the
tenth business day (or such later date
as the Board may decide) after any
person (a broadly defined term)
commences a tender or exchange offer
that would result in such person
acquiring beneficial ownership (also a
broadly defined term) of a total of 20%
or more of the Company's capital stock
entitled to vote generally in the
election of directors ("Voting Stock").
Rights also become exercisable upon the
occurrence of the Flip-Over Trigger
referred to below.
"Flip-in" Trigger: If any person acquires beneficial
ownership of 20% or more of the
outstanding Voting Stock in a
transaction not approved by MedImmune's
Board (which, as in the cases referred
to below, would also require approval of
MedImmune's Continuing Directors, as
such term is defined in the Rights
Plan), then on that date (or such later
date as the Board may decide):
(i) Rights owned by the person
acquiring beneficial ownership
of such stock or transferees
thereof will automatically be
void; and
(ii) each other Right will
automatically become exercisable
as described below.
Exercise of After the Flip-in Trigger, each Right
Rights: entitles the holder to purchase, for the
Exercise Price, shares of Common Stock
of the Company having a market value of
twice the Exercise Price.
The Exercise Price is initially set at
$100.00.
Exchange Option: If any person acquired beneficial
ownership of between 20% and 50% of the
outstanding Voting Stock, the Board may,
in lieu of allowing Rights to be
exercised, require each outstanding
Right to be exchanged for one share of
Common Stock.
"Flip-over" If a person acquires 20% of the
Trigger: outstanding Common Stock and the
Company, without the approval of
MedImmune's Board, then (i) engages in a
merger or other business combination in
which Common Stock is changed or
exchanged, or (ii) sells or transfers
50% or more of its assets or earnings
power, each Right would thereafter
become a right to buy, for the Exercise
Price, that number of shares of common
stock of such other person having a
market value of twice the Exercise
Price.
Redemption: The Rights may be redeemed by the Board,
at any time until ten days after a "Flip-
in" trigger has occurred, at a
Redemption Price of $0.01 per Right.
Power to Amend: The Board may amend the Plan in any
respect as long as the Rights are
redeemable. Thereafter, the Board may
amend the Plan in any respect not
materially adverse to Rights holders
generally.
Expiration: The Rights will expire ten years from
the date of adoption of the Rights Plan.
Voting Rights: Rights will not have any voting rights.
Antidilution Rights will be subject to certain
Provisions: customary antidilution provisions.
Taxes: The dividend of the Rights should not be
a taxable event. Depending on the
circumstances, the separation of the
Rights from the Common Stock may be a
taxable event. Redemption of the Rights
will be a taxable event.
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: August 5, 1997 David M. Mott
President and Chief Operating Officer
(Principal financial and
accounting officer)
