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Rule 424(b)(3)
Registration No. 33-57366
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
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MEDAREX, INC.
NOTICE OF TEMPORARY REDUCTION OF WARRANT EXERCISE PRICE
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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.
