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As filed with the Securities and Exchange Commission on March 5, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
MARCH 4, 1997 (FEBRUARY 28, 1997)
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-19312 22-2822175
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1545 ROUTE 22 EAST, ANNANDALE, NEW JERSEY 08801-0953
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (908) 713-6001
NOT APPLICABLE
(Former name or former address, if changed since last report)
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MEDAREX, INC.
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TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
Item 2. Acquisition or Disposition of Assets............ 3
Item 7. Financial Statements and Exhibits............... 3
Signature.................................................... 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
At a Special Meeting of the stockholders of Houston Biotechnology
Incorporated ("HBI"), held on February 27, 1997, the HBI stockholders approved
and adopted a plan of merger in accordance with the Agreement and Plan of Merger
dated December 18, 1996 ("Merger Agreement") among HBI, Medarex, Inc., a New
Jersey corporation ("Medarex"), and Medarex Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Medarex ("Merger Sub"), pursuant to
which (i) Merger Sub will be merged with and into HBI ("Merger") with HBI being
the surviving corporation and resulting in HBI being a wholly-owned subsidiary
of Medarex, and (ii) each share of HBI common stock, par value $.01 per share
(the "HBI Common Stock"), will be converted into the right to receive 0.182 (the
"Exchange Ratio") shares of Medarex common stock, par value $.01 per share
("Medarex Common Stock"). The Merger became effective on February 28, 1997.
Approximately 1,026,245 shares of Medarex Common Stock will be issued upon
conversion of the outstanding shares of HBI Common Stock.
As a part of the Merger, all of the outstanding warrants to acquire
HBI Common Stock issued pursuant to that certain Warrant Agreement dated May 24,
1993, as amended (the "HBI Warrants") will be assumed by Medarex and exchanged
for Medarex common stock purchase warrants (the "Medarex Warrants"). The terms
of the Medarex Warrants are identical to the HBI Warrants other than the number
of shares of common stock issuable thereunder and the exercise price. Medarex
Warrants are exercisable into such number of shares of Medarex Common Stock
equal to the number of shares of HBI Common Stock subject to such HBI Warrants
immediately prior to the consummation of the Merger multiplied by the Exchange
Ratio and the exercise price is equal to the exercise price of such HBI Warrants
immediately prior to the consummation of the Merger divided by the Exchange
Ratio. Upon consummation of the Merger, the outstanding HBI Warrants will be
exchanged for Medarex Warrants to purchase 822,924 shares of Medarex Common
Stock at an exercise price of $51.54 per share.
In addition, all of the outstanding options to acquire HBI Common
Stock (the "HBI Options") were assumed by Medarex. The HBI Options will be
exercisable into such number of shares of Medarex Common Stock equal to the
number of shares of HBI Common Stock subject to such HBI Options immediately
prior to the consummation of the Merger multiplied by the Exchange Ratio and the
exercise prices are equal to the exercise prices of such HBI Options immediately
prior to the Merger divided by the Exchange Ratio. Upon consummation of the
Merger, the outstanding HBI Options will be converted into options to purchase
194,133 shares of Medarex Common Stock at exercise prices ranging from $3.09 to
$54.95 per share.
As a result of the Merger, the HBI common stock and the HBI Warrants
are no longer traded on the American Stock Exchange and have been deregistered
under the Securities Exchange Act of 1934, as amended. The Medarex Common Stock
and the Medarex Warrants are listed for trading on the Nasdaq National Market
under the symbols MEDX and MDXWV, respectively.
Additional information called for by this Item is contained in the
Proxy Statement and Prospectus dated January 29, 1997, contained in the
Registration Statement on Form S-4 filed on January 22, 1997, as amended, (File
No. 333-20119), attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. The information called
for by this Item is contained in Exhibit 99.1, attached hereto and incorporated
herein by reference.
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(b) Pro Forma Financial Information. The information called for by
this Item is contained in Exhibit 99.1, attached hereto and incorporated herein
by reference.
(c) Exhibits. The following materials are filed as exhibits to this
Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
- ------- ----------------------
2.1 Agreement and Plan of Merger dated as of December 18, 1996,
previously filed as Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4 filed on January 22, 1997,
as amended (File No. 333-20119), and incorporated herein by
reference.
99.1 Proxy Statement and Prospectus dated January 29, 1997 contained
in the Registrant's Registration Statement on Form S-4 filed on
January 22, 1997, as amended (File No. 333-20119), and
incorporated herein by reference.
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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 hereunto duly authorized.
MEDAREX, INC.
Registrant
Date: March 4, 1997 By:/s/Michael A. Appelbaum
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Michael A. Appelbaum
Senior Vice President - Finance
and Administration, Secretary,
Treasurer and Chief Financial
Officer
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------ ----------- ------
2.1 Agreement and Plan of Merger dated as of
December 18, 1996 previously
filed as Exhibit 2.1 to the Registrant's
Registration Statement on Form S-4 filed on
January 22, 1997, as amended (File No.
333-20119), and incorporated herein by
reference.
99.1 Proxy Statement and Prospectus dated
January, 1997 contained in the Registrant's
Registration Statement on Form S-4 filed on
January 22, 1997, as amended (File No.
333-20119), and incorporated herein by
reference.
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