<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1996
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(AMENDMENT NO. 2)
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
MEDAREX, INC.
(NAME OF ISSUER)
MEDAREX, INC.
(NAME OF PERSON(S) FILING STATEMENT)
REDEEMABLE WARRANTS
(TITLE OF CLASS OF SECURITIES)
583916 11 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
DONALD L. DRAKEMAN
MEDAREX, INC.
1545 ROUTE 22 EAST
ANNANDALE, NEW JERSEY 08801
(908) 713-6001
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH COPIES TO:
DWIGHT A. KINSEY, ESQ.
SATTERLEE STEPHENS BURKE & BURKE LLP
230 PARK AVENUE
NEW YORK, NEW YORK 10169
(212) 818-9200
APRIL 18, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 2 to the Rule 13e-4 Issuer Tender Offer Statement on
Schedule 13E-4 filed with the Securities and Exchange Commission (the
"Commission") on April 18, 1996 (as amended, the "Amended Schedule 13E-4") is
being filed by Medarex, Inc., a New Jersey corporation (the "Issuer" or the
"Company"), pursuant to Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and Rule 13e-4 thereunder, in connection with
an offer by the Company to reduce temporarily the price at which each of the
Company's outstanding Redeemable Warrants entitles the registered holder
thereof to purchase the Common Stock of the Company, par value $.01 per share
(the "Common Stock"), commencing on April 18, 1996 and ending on May 15, 1996,
unless extended, upon the terms and subject to the conditions set forth in the
Offering Circular dated April 18, 1996 (as supplemented on April 29, 1996, the
"Offering Circular"), and Supplement No. 2 dated May 9, 1996 to the Offering
Circular (the "Second Supplement"), a copy of which is filed as Exhibit (a)(9)
to the Amended Schedule 13E-4 (together, the Offering Circular and the Second
Supplement constitute the "Warrant Reduction Offer"). A copy of the Offering
Circular was filed as Exhibit (a)(2) to the Schedule 13E-4 filed with the
Commission on April 18, 1996. A copy of the first supplement to the Offering
Circular was filed as Exhibit (a)(8) to the amended Schedule 13E-4 filed with
the Commission on April 29, 1996 (the "First Supplement"). The Company's
Supplement No. 3 dated May 9, 1996 to the Prospectus dated April 15, 1996 (as
supplemented on April 18 and April 29, 1996, the "Prospectus"), a copy of
which is filed as Exhibit (e)(2) to the Amended Schedule 13E-4, containing
certain information relating to the Company's management and forming a part of
the Prospectus attached as Appendix A to the Offering Circular, is
incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Item 3 is hereby amended and supplemented to read in its entirety as
follows:
Except as described below, there are no present plans or proposals which
relate to or would result in:
(a) Except as described in this subsection (a), the acquisition by any
person, other than the Company, of additional securities of the Company, or
the disposition of any such securities by any such person.
The information set forth in the First Supplement is incorporated herein
by reference.
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) Except as described in this subsection (d), any change in the present
board of directors or management of the Company, including, but not limited
to, any plans or proposals to change the number or the term of directors, to
fill any existing vacancy on the board or to change any material term of the
employment contract of any executive officer.
At the Company's Annual Meeting of Shareholders to be held on Thursday, May
16, 1996, the Company's shareholders of record as of April 12, 1996 will vote
upon a proposal to elect one additional Class I Director, Mr. Robert Iggulden.
Information relating to said proposal and to Mr. Iggulden has been included in
the Company's Proxy Statement dated April 15, 1996 which was mailed to the
Company's shareholders on or about said date and is set forth below:
Robert Iggulden (age 54) has been the Chairman and Managing Director of
Openview Limited, an English venture capital firm, since 1990. From
1987 to 1990, Mr. Iggulden was a Corporate Finance Limited Director of
Johnson Fry Corporate Finance Limited, an English investment banking
firm. Mr. Iggulden is a director of Woodland Potteries Holdings
Limited, Alchem Photochemistry Limited, Maestro Paints Limited and
Britannia Laboratories Limited. Mr. Iggulden is also a member of the
investment review team of Rothschild Asset Management Limited.
Effective May 8, 1996, the Company entered into an employment agreement (the
"Agreement") with Dr. Randall T. Curnow pursuant to which he will commence
employment as the Company's Senior Vice President--Medical Director. Dr.
Curnow's annual salary is $250,000 and may be periodically increased by the
Board of Directors. The Agreement expires on May 7, 1999 and is automatically
renewed for successive one-year terms
<PAGE>
unless the Company or Dr. Curnow elects not to renew. If the Agreement is not
renewed by the Company, Dr. Curnow is entitled to one year's severance pay.
The Agreement contains prohibitions against the disclosure of any confidential
information concerning the business, accounts, or finances of the Company. It
also contains covenants not to compete which are subject to differing
qualifications upon termination with cause, termination without cause,
nonrenewal, and upon a change of control of the Company. Further, the
Agreement provides that in the event Dr. Curnow is terminated without cause,
he will be paid his salary for the greater of two full years or until the end
of the term of the Agreement. In the event of a change of control of the
Company, Dr. Curnow shall also be entitled to receive one full year's salary
in the event he elects to terminate his employment or he is terminated for
cause within one year after such change of control. Under the terms of the
Agreement, Dr. Curnow received options to purchase 120,000 shares of Common
Stock at an exercise price of $8.31 per share. Such options vest in equal
installments on each of the first three anniversaries of the date of Dr.
Curnow's employment with the Company and expire on May 7, 2006. Information
relating to Dr. Curnow is set forth below:
Randall T. Curnow (age 54) was Vice President, Health Sciences Affairs,
Glaxo Wellcome Inc., from September 1993 to April 1996 where he was in
charge of the Glaxo Medical Liaison Program designed to enhance the
development and recognition of that company's products. From December
1990 to September 1993, Dr. Curnow was Vice President, Regulatory
Affairs, Glaxo Inc. ("Glaxo") where he directed Glaxo's corporate
regulatory affairs department with responsibility for regulatory
strategy and all interactions between Glaxo and the United States Food
and Drug Administration. Dr. Curnow received his Bachelor of Science
and his M.D. from the University of Nebraska College of Medicine.
(e) Any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company, other than as described in the
sections of the Offering Circular captioned "Dividend Policy,"
"Capitalization," "Financial Information," and "Purposes and Effects of the
Warrant Reduction Offer," incorporated herein by reference;
(f) Any other material change in the Company's corporate structure or
business;
(g) Any changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of equity security of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
except that if the number of Warrants (as defined in the Offering Circular) or
Warrantholders is significantly reduced pursuant to the Warrant Reduction
Offer, the Warrants may no longer meet Nasdaq quotation guidelines and may
cease to be quoted through Nasdaq, as described in the section of the Offering
Circular captioned "Purposes and Effects of Warrant Reduction Offer--Impact on
Non-Exercising Warrantholders," incorporated herein by reference;
(i) A class of equity security of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act,
unless as a result of the Warrant Reduction Offer, the Warrants are held of
record by fewer than 300 persons, in which event the registration of Warrants
shall be terminated, as described in the section of the Offering Circular
captioned "Purposes and Effects of Warrant Reduction Offer--Impact on Non-
Exercising Warrantholders," incorporated herein by reference; or
(j) The suspension of the Company's obligation to file reports pursuant to
Section 15(d) of the Exchange Act.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
(a)(9) Supplement No. 2 dated May 9, 1996 to Offering Circular filed as
Exhibit (a)(2) to the Schedule 13E-4 filed with the Commission on
April 18, 1996.
(e)(2) Supplement No. 3 dated May 9, 1996 to Prospectus filed as
Exhibit (e) to the Schedule 13E-4 filed with the Commission on
April 18, 1996.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Medarex, Inc.
/s/ Donald L. Drakeman
By: _________________________________
Donald L. Drakeman President
Date: May 9, 1996
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
NUMBERING
EXHIBIT PAGE NO.
- ------- ----------
<S> <C> <C>
(a)(9) Supplement No. 2 dated May 9, 1996 to Offering Circular filed as Exhibit
(a)(2) to the Schedule 13E-4 filed with the Commission on April 18,
1996.
(e)(2) Supplement No. 3 dated May 9, 1996 to Prospectus filed as Exhibit (e) to
the Schedule 13E-4 filed with the Commission on April 18, 1996.
</TABLE>
<PAGE>
SUPPLEMENT NO. 3 DATED MAY 9, 1996 TO PROSPECTUS DATED APRIL 15, 1996
AND
SUPPLEMENT NO. 2 DATED MAY 9, 1996 TO OFFERING CIRCULAR DATED APRIL 18, 1996
MEDAREX, INC.
5,192,035 SHARES OF COMMON STOCK, $.01 PAR VALUE
---------------
MEDAREX, INC.
NOTICE OF TEMPORARY REDUCTION OF WARRANT EXERCISE PRICE
---------------
On pages 35-41 of the Prospectus dated April 15, 1996 (as supplemented on
April 18 and April 29, 1996, the "Prospectus"), and on page 24 of the Offering
Circular dated April 18, 1996 (as supplemented on April 29, 1996, the
"Offering Circular"), Medarex, Inc. (the "Company") provided certain
information concerning the management of the Company. The Company has now
hired a Senior Vice President--Medical Director with responsibility for all
clinical and medical affairs of the Company. Effective May 8, 1996, the
Company entered into an employment agreement (the "Agreement") with Dr.
Randall T. Curnow pursuant to which he will commence employment as the
Company's Senior Vice President--Medical Director. Dr. Curnow's annual salary
is $250,000 and may be periodically increased by the Board of Directors. The
Agreement expires on May 7, 1999 and is automatically renewed for successive
one-year terms unless the Company or Dr. Curnow elects not to renew. If the
Agreement is not renewed by the Company, Dr. Curnow is entitled to one year's
severance pay. The Agreement contains prohibitions against the disclosure of
any confidential information concerning the business, accounts, or finances of
the Company. It also contains covenants not to compete which are subject to
differing qualifications upon termination with cause, termination without
cause, nonrenewal, and upon a change of control of the Company. Further, the
Agreement provides that in the event Dr. Curnow is terminated without cause,
he will be paid his salary for the greater of two full years or until the end
of the term of the Agreement. In the event of a change of control of the
Company, Dr. Curnow shall also be entitled to receive one full year's salary
in the event he elects to terminate his employment or he is terminated for
cause within one year after such change of control. Under the terms of the
Agreement, Dr. Curnow received options to purchase 120,000 shares of Common
Stock of the Company, par value $.01 per share, at an exercise price of $8.31
per share. Such options vest in equal installments on each of the first three
anniversaries of the date of Dr. Curnow's employment with the Company and
expire on May 7, 2006. Information relating to Dr. Curnow is set forth below:
Randall T. Curnow (age 54) was Vice President, Health Sciences Affairs,
Glaxo Wellcome Inc., from September 1993 to April 1996 where he was in
charge of the Glaxo Medical Liaison Program designed to enhance the
development and recognition of that company's products. From December 1990
to September 1993, Dr. Curnow was Vice President, Regulatory Affairs, Glaxo
Inc. ("Glaxo") where he directed Glaxo's corporate regulatory affairs
department with responsibility for regulatory strategy and all interactions
between Glaxo and the United States Food and Drug Administration. Dr.
Curnow received his Bachelor of Science and his M.D. from the University of
Nebraska College of Medicine.
THE PROSPECTUS AND THE OFFERING CIRCULAR, EACH AS SUPPLEMENTED, CONTAIN
IMPORTANT INFORMATION RELATING TO THE COMPANY'S BUSINESS, MANAGEMENT AND
FINANCIAL CONDITION AND TO THE TERMS OF THE WARRANT REDUCTION OFFER AND EACH
SHOULD BE READ CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE
WARRANT REDUCTION OFFER.
Continental Stock Transfer & Trust Company (the "Warrant Agent") and
Shareholder Communications Corporation (the "Information Agent") have agreed
to provide certain services in connection with the Warrant Reduction Offer. If
you require assistance, please contact the Warrant Agent at (212) 509-4000
ext. 253, the Information Agent at 1-800-877-8579, or Michael A. Appelbaum,
Senior Vice President of the Company, at (908) 713-6001. Requests for general
information or additional copies of the Offering Circular, which includes the
Prospectus, as first supplemented, Supplement No. 1 dated April 29, 1996 to
the Offering Circular, Supplement No. 2 dated April 29, 1996 to the Prospectus
or this document, should be directed to the Information Agent.
NEITHER THE WARRANT REDUCTION OFFER, THE PROSPECTUS, NOR THE
SECURITIES OFFERED THEREBY HAVE BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE WARRANT REDUCTION
OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THE PROSPECTUS, THE OFFERING CIRCULAR, ANY SUPPLEMENT THERETO OR THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
SUPPLEMENT NO. 3 DATED MAY 9, 1996 TO PROSPECTUS DATED APRIL 15, 1996
AND
SUPPLEMENT NO. 2 DATED MAY 9, 1996 TO OFFERING CIRCULAR DATED APRIL 18, 1996
MEDAREX, INC.
5,192,035 SHARES OF COMMON STOCK, $.01 PAR VALUE
---------------
MEDAREX, INC.
NOTICE OF TEMPORARY REDUCTION OF WARRANT EXERCISE PRICE
---------------
On pages 35-41 of the Prospectus dated April 15, 1996 (as supplemented on
April 18 and April 29, 1996, the "Prospectus"), and on page 24 of the Offering
Circular dated April 18, 1996 (as supplemented on April 29, 1996, the
"Offering Circular"), Medarex, Inc. (the "Company") provided certain
information concerning the management of the Company. The Company has now
hired a Senior Vice President--Medical Director with responsibility for all
clinical and medical affairs of the Company. Effective May 8, 1996, the
Company entered into an employment agreement (the "Agreement") with Dr.
Randall T. Curnow pursuant to which he will commence employment as the
Company's Senior Vice President--Medical Director. Dr. Curnow's annual salary
is $250,000 and may be periodically increased by the Board of Directors. The
Agreement expires on May 7, 1999 and is automatically renewed for successive
one-year terms unless the Company or Dr. Curnow elects not to renew. If the
Agreement is not renewed by the Company, Dr. Curnow is entitled to one year's
severance pay. The Agreement contains prohibitions against the disclosure of
any confidential information concerning the business, accounts, or finances of
the Company. It also contains covenants not to compete which are subject to
differing qualifications upon termination with cause, termination without
cause, nonrenewal, and upon a change of control of the Company. Further, the
Agreement provides that in the event Dr. Curnow is terminated without cause,
he will be paid his salary for the greater of two full years or until the end
of the term of the Agreement. In the event of a change of control of the
Company, Dr. Curnow shall also be entitled to receive one full year's salary
in the event he elects to terminate his employment or he is terminated for
cause within one year after such change of control. Under the terms of the
Agreement, Dr. Curnow received options to purchase 120,000 shares of Common
Stock of the Company, par value $.01 per share, at an exercise price of $8.31
per share. Such options vest in equal installments on each of the first three
anniversaries of the date of Dr. Curnow's employment with the Company and
expire on May 7, 2006. Information relating to Dr. Curnow is set forth below:
Randall T. Curnow (age 54) was Vice President, Health Sciences Affairs,
Glaxo Wellcome Inc., from September 1993 to April 1996 where he was in
charge of the Glaxo Medical Liaison Program designed to enhance the
development and recognition of that company's products. From December 1990
to September 1993, Dr. Curnow was Vice President, Regulatory Affairs, Glaxo
Inc. ("Glaxo") where he directed Glaxo's corporate regulatory affairs
department with responsibility for regulatory strategy and all interactions
between Glaxo and the United States Food and Drug Administration. Dr.
Curnow received his Bachelor of Science and his M.D. from the University of
Nebraska College of Medicine.
THE PROSPECTUS AND THE OFFERING CIRCULAR, EACH AS SUPPLEMENTED, CONTAIN
IMPORTANT INFORMATION RELATING TO THE COMPANY'S BUSINESS, MANAGEMENT AND
FINANCIAL CONDITION AND TO THE TERMS OF THE WARRANT REDUCTION OFFER AND EACH
SHOULD BE READ CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE
WARRANT REDUCTION OFFER.
Continental Stock Transfer & Trust Company (the "Warrant Agent") and
Shareholder Communications Corporation (the "Information Agent") have agreed
to provide certain services in connection with the Warrant Reduction Offer. If
you require assistance, please contact the Warrant Agent at (212) 509-4000
ext. 253, the Information Agent at 1-800-877-8579, or Michael A. Appelbaum,
Senior Vice President of the Company, at (908) 713-6001. Requests for general
information or additional copies of the Offering Circular, which includes the
Prospectus, as first supplemented, Supplement No. 1 dated April 29, 1996 to
the Offering Circular, Supplement No. 2 dated April 29, 1996 to the Prospectus
or this document, should be directed to the Information Agent.
NEITHER THE WARRANT REDUCTION OFFER, THE PROSPECTUS, NOR THE
SECURITIES OFFERED THEREBY HAVE BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE WARRANT REDUCTION
OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THE PROSPECTUS, THE OFFERING CIRCULAR, ANY SUPPLEMENT THERETO OR THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
