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: November 19, 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, RespiGam and Synagis are registered trademarks of the Company.
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MEDIMMUNE, INC.
Current Report on Form 8-K
ITEM 5. OTHER EVENTS
MedImmune, Inc. reported the information contained in the following press
release dated November 19, 1999:
FOR IMMEDIATE RELEASE
MEDIMMUNE TO EXCHANGE 0.15 SHARES FOR EACH
U.S. BIOSCIENCE SHARE IN PROPOSED ACQUISITION
Gaithersburg, MD, and West Conshohocken, PA, November 19, 1999 --- MedImmune,
Inc. (Nasdaq: MEDI) and U.S. Bioscience, Inc. (Amex: UBS) announced today that
each share of U.S. Bioscience common stock will be exchanged for 0.15 shares of
MedImmune common stock in the previously announced proposed merger of the two
companies. Any fractional shares of U.S. Bioscience stock will be paid in cash.
The exchange ratio was based on MedImmune's average closing price of $106.36
over a 20-day trading period that ended on November 18th, three trading days
prior to the U.S. Bioscience Special Meeting of Stockholders, being held to
consider the acquisition. The Special Meeting is scheduled for 10:00 a.m. EST on
November 23, 1999. Completion of the merger, if approved, is expected to occur
shortly after the Special Meeting.
The offering of MedImmune common stock in connection with the merger is made
under an effective S-4 Registration Statement. The offering is being made only
by means of a proxy statement/prospectus relating to the merger, which has been
distributed to U.S. Bioscience stockholders.
MedImmune, Inc., 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.
U.S. Bioscience, Inc., based in West Conshohocken, Pennsylvania, is a
pharmaceutical company specializing in the development and commercialization of
products for patients with cancer and AIDS.
Statements about the proposed merger are forward-looking statements that involve
risks and uncertainties. Among the factors that could cause actual results of
MedImmune, U.S. Bioscience or the combined company to differ materially from
those in the forward looking statements are: the failure of the merger to be
consummated, the ability of the companies to successfully integrate, challenges
inherent in new product development and marketing, governmental laws and
regulations, including possible healthcare reform, the availability of favorable
tax and accounting treatment for the merger and those factors in the companies'
reports and filings with the U.S. Securities and Exchange Commission. The
companies disclaim any intention or obligation to update or revise any
forward-looking statements.
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SIGNATURES
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.
MEDIMMUNE, INC.
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(Registrant)
November 19, 1999 /s/David M. Mott
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Signed by: David M. Mott, Vice Chairman and
Chief Financial Officer
