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: May 25, 1999
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 office (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 and Synagis is a
trademark.
MEDIMMUNE, INC.
Current Report on Form 8-K
ITEM 5. OTHER EVENTS
MedImmune, Inc. reported the information contained in the following press
release dated May 21, 1999:
http://www.medimmune.com
FOR IMMEDIATE RELEASE
Contacts:
Mark E. Kaufmann William C. Roberts
Director, Planning and Analysis Investor and Media Relations
MedImmune, Inc. MedImmune, Inc.
301-417-0770 x321 301-417-0770 x358
http://www.medimmune.com
MedImmune to Redeem $60 Million of 7 Percent Convertible Subordinated Notes
Due 2003
Gaithersburg, MD, May 21, 1999 -- MedImmune, Inc. (Nasdaq: MEDI) today announced
that it will call for redemption its outstanding 7 percent Convertible
Subordinated Notes due 2003. The Notes are convertible into MedImmune common
stock at $9.84 per share (equivalent to 101.626 shares for each $1,000 principal
amount). Unless previously converted, all outstanding Notes, with a total
principal amount of $60 million, will be redeemed on July 7, 1999.
Norwest Bank Minnesota, N.A. will send to registered holders of the Notes
Letters of Transmittal by which holders can elect to convert their Notes or
submit them for redemption. Holders have until July 6, 1999 to submit Notes to
Norwest for conversion. Holders submitting Notes for conversion prior to July 1,
1999 will not be entitled to the July 1 interest payment. Those converting after
July 1 will receive the July 1 interest payment but are not entitled to further
interest payments. Holders who do not convert by July 6, 1999 will receive the
redemption price of $1,041.36 per $1,000 principal amount.
Conversion or redemption of the Notes will result in interest expense savings to
MedImmune of approximately $16.8 million over the remaining life of the
Notes. Assuming full conversion, the Company's long-term debt would be reduced
and shareholders' equity would increase by approximately $60 million. Diluted
shares outstanding at March 31, 1999 of 65.5 million already reflect shares into
which the Notes are convertible.
MedImmune, located in Gaithersburg, Maryland, is a biotechnology company focused
on developing and marketing products that address medical needs in areas such as
infectious disease, transplantation medicine, autoimmune disorders and cancer.
MedImmune markets three products through its hospital-based sales force and has
five new product candidates in clinical trials.
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.
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(REGISTRANT) MEDIMMUNE, INC.
BY (SIGNATURE) /s/ David M. Mott
(NAME AND TITLE) David M. Mott, Vice Chairman and Chief Financial Officer
(DATE) May 25, 1999
