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As filed with the Securities and Exchange Commission on August 10, 1998.
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)
AUGUST 10, 1998 (AUGUST 5, 1998)
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.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
Item 5. Other Events.............................................. 3
Item 7. Financial Statements and Exhibits......................... 4
Signature .......................................................... 5
2
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ITEM 5. OTHER EVENTS.
On June 11, 1998, BCC Acquisition I LLC, a Delaware limited liability
company ("BCC") formed between Bay City Capital Fund I, L.P., an affiliate of
Bay City Capital LLC, and various affiliates of BCC, made an offer (the "Offer")
to former shareholders (the "Holders") of GenPharm International, Inc.
("GenPharm"), to purchase the contingent payment rights (the "Rights") of such
Holders to receive the remainder of the merger consideration ($44,412,500)
payable by Medarex, Inc., a New Jersey corporation ("Medarex"), in connection
with Medarex's acquisition of GenPharm in October 1997. Under the terms of the
Offer, BCC would purchase any or all of the Rights from the Holders at a 20%
discount from the face value of the Rights. The Offer was contingent on at
least $22,206,250 (or 50%) of the Rights being tendered for purchase. The
complete terms and conditions of the Offer are set forth in the Offer to
Purchase attached as Exhibit A to the Rights Exchange Agreement dated June 10,
1998 (the "Rights Exchange Agreement"), between Medarex and BCC. The Rights
Exchange Agreement was filed with the Securities and Exchange Commission as
Exhibit 10.81 to Medarex's Current Report on Form 8-K dated June 12, 1998.
On August 5, 1998, Medarex and BCC announced that on August 4, 1998,
(i) Rights to receive $25,122,670 of shares of Medarex common stock had been
validly tendered and purchased by BCC, and BCC had exchanged such Rights for
3,721,877 shares of Medarex common stock plus warrants to purchase
approximately 454,796 shares, exercisable at $10 per share over a seven year
term, such purchase representing 15.8% of Medarex's shares in the aggregate,
assuming exercise of the warrants in full, and (ii) Fred Craves, Ph.D., a
principal of Bay City Capital LLC, had joined the Medarex Board of Directors.
The press release with respect to these announcements is filed
herewith as Exhibit 99.1.
This Current Report on Form 8-K contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which represent
Medarex's expectations or beliefs concerning future events. Forward-looking
statements involve known and unknown risks and uncertainties and are indicated
by words such as "anticipates", "expects", "believes", "plans", "could" and
similar words and phrases. These risks and uncertainties include, but are not
limited to, uncertainties regarding the consummation of the Offer and the
transactions contemplated by the Rights Exchange Agreement, receipt of future
payments, the continuation of business partnerships, development of new business
opportunities and other risks that may be detailed from time to time in
Medarex's periodic reports and registration statements filed with the Securities
and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following material is filed as an exhibit to
this Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
- ------- ----------------------
99.1 Press release dated August 5, 1998.
3
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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: August 10, 1998 By: /s/ Donald L. Drakeman
------------------------
Donald L. Drakeman
President and
Chief Executive Officer
4
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EXHIBIT INDEX
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Exhibit Page
Number Description Number
- ------ ----------- ------
99.1 Press release dated August 5, 1998.
5
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Exhibit 99.1
For Immediate Release
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Contact:
Donald L. Drakeman Kimberly Hofman Sandy Zweifach
President and CEO Middleberg & Chief Financial Officer
Medarex, Inc. Associates Bay City Capital LLC
908-713-6001 212-888-6610 ext. 544 415-835-9345
[email protected]
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MEDAREX AND BCC ACQUISITION I LLC ANNOUNCE SUCCESSFUL
COMPLETION OF OFFER TO PURCHASE RIGHTS TO RECEIVE MEDAREX
STOCK
ANNANDALE, NJ; AUGUST 5, 1998 - Medarex, Inc. (NASDAQ: MEDX), and BCC
Acquisition I LLC ("BCC") announced today that rights of former GenPharm
International, Inc. shareholders to receive $25,122,670 of shares of Medarex
common stock (the "Rights") have been validly tendered and accepted for purchase
by BCC.
BCC has purchased the Rights and has exchanged them for 3,721,877 shares of
Medarex common stock plus warrants to purchase approximately 454,796 shares,
exercisable at $10 per share over a seven year term. The transactions were
closed on August 4. Through these transactions, BCC has acquired 15.8% of
Medarex's shares, assuming exercise of the warrants in full. In addition, Fred
Craves, Ph.D., a principal of Bay City Capital LLC, has joined the Medarex Board
of Directors.
"Our new investors bring a wealth of expertise and resources to Medarex," said
Donald L. Drakeman, President and CEO of Medarex. "I look forward to a working
with the entire Bay City team to maximize Medarex's potential."
"We are pleased to have acquired a major position in Medarex and look forward to
playing a significant role in the Company," said Fred Craves, Managing Director
of Bay City Capital.
The former GenPharm shareholders who did not tender their Rights are entitled to
receive $19,289,830, representing the balance of merger consideration due in
connection with Medarex's acquisition of GenPharm in October, 1997. Medarex
expects to make this payment by December 31, 1998, in stock or, under certain
circumstances at Medarex's option, in cash.
Medarex is a biopharmaceutical company developing antibody-based therapeutics.
Medarex employs several core technologies including Bispecific antibodies, which
enhance and direct the
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body's own immune system to fight disease; the HuMab-MouseO antibody development
system for the creation of high affinity human antibodies; and immunotoxin
technology. Medarex has six products in clinical development, including MDX-RA
for the prevention of secondary cataracts, the anti-cancer Bispecifics MDX-210,
MDX-447 and MDX-220, MDX-33 for autoimmune disease, and MDX-22 for acute myeloid
leukemia.
BCC Acquisition I LLC is a limited liability company formed between The Bay City
Capital Fund I, L.P., an affiliate of Bay City Capital LLC, and various
affiliates of BCC. Bay City Capital LLC is a merchant bank and management
advisory firm, which invests in life sciences companies. The principals of Bay
City Capital LLC include Fred Craves, Ph.D.; John Diekman, Ph.D.; and Roger
Salquist, former CEOs and current chairmen or directors of several life science
companies. Bay City Capital LLC's partners include business interests of the
Pritzker family of Chicago.
Certain statements in this press release consist of forward looking statements
that involve risks and uncertainties including, but not limited to,
uncertainties regarding the receipt of future payments, the continuation of
business partnerships and the development of new business opportunities. Actual
results, events or performance may differ materially.
