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As filed with the Securities and Exchange Commission on September 2, 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)
SEPTEMBER 2, 1998 (SEPTEMBER 1, 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 May 5, 1997, Medarex, Inc., a New Jersey corporation ("Medarex"),
Medarex Acquisition Corp., a California corporation and wholly-owned subsidiary
of Medarex ("Merger Sub"), and GenPharm International, Inc., a California
corporation ("GenPharm"), entered into an Amended and Restated Agreement and
Plan of Reorganization (the "Merger Agreement") pursuant to which (i) Merger Sub
merged with and into GenPharm (the "Merger") and GenPharm became a wholly-owned
subsidiary of Medarex, and (ii) the holders of the outstanding shares of
GenPharm capital stock (the "GenPharm Holders") became entitled to receive
$62,725,000.00, subject to adjustment (the "Merger Consideration") either in
shares (the "Shares") of Medarex common stock, par value $.01 per share (the
"Common Stock"), or, under certain circumstances, at Medarex's option, in cash.
Medarex issued 3.5 million Shares to the GenPharm Holders at the
initial closing of the Merger, representing approximately $17.8 million of the
Merger Consideration. On August 4, 1998 certain GenPharm Holders tendered their
rights (the "Rights") to receive approximately $25.1 million of additional
Merger Consideration payable to them in connection with the Merger to BCC
Acquisition I LLC ("BCC") pursuant to its recently completed Offer to Purchase.
As part of this transaction, Medarex issued approximately 3.7 million shares of
its Common Stock to BCC in exchange for the Rights acquired by BCC from the
GenPharm Holders.
Pursuant to the terms of the Merger Agreement, Medarex has elected to
prepay the remaining balance of the Merger Consideration owed to the GenPharm
Holders in connection with the Merger (approximately $19.3 million) by issuing,
as of September 1, 1998, approximately 3.8 million shares of its Common Stock,
valued in accordance with the provisions of the Merger Agreement at $5.04 per
share.
In addition, pursuant to the terms of the Merger Agreement, as of
September 1, 1998, Medarex will issue an aggregate of approximately 216,000
shares of its Common Stock (approximately $1.1 million, based on a price per
share of $5.04 as determined in accordance with the terms of the Merger
Agreement) to certain GenPharm employees in satisfaction of Medarex's obligation
to pay a stock bonus granted to such employees by the GenPharm Board of
Directors prior to the Merger and assumed by Mederax under the terms of the
Merger Agreement.
The press release with respect to this announcement 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 prepayment and the
transactions contemplated by the Merger 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 September 1, 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: September 1, 1998 By:/s/ Michael A. Appelbaum
-------------------------
Michael A. Appelbaum
Executive Vice President -
Finance and Administration,
Secretary, Treasurer and
Chief Financial Officer
4
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EXHIBIT INDEX
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Exhibit Page
Number Description Number
- --------- ----------- ------
99.1 Press release dated September 1, 1998.
5
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Contact:
Donald L. Drakeman
President and CEO
Medarex, Inc.
908-713-6001
For Immediate Release
- ---------------------
Kimberly Hofman
Middleberg & Associates
212-888-6610 ext. 544
[email protected]
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MEDAREX COMPLETES PAYMENT FOR GENPHARM
ANNANDALE, NJ; SEPTEMBER 1, 1998 - Medarex , Inc. (NASDAQ:MEDX), announced
today that it has completed payment for its acquisition of GenPharm
International, Inc. by issuing approximately 3.8 million shares of common
stock, valued at approximately $19.3 million. This stock is being issued to the
former shareholders of GenPharm as of today, September 1, 1998, at an effective
price of $5.04 per share, a value determined in accordance with the terms of the
merger agreement.
Medarex is a biopharmaceutical company developing antibody-based therapeutics.
Medarex employs several core technologies including Bispecific antibodies, which
enhance and direct the body's own immune system to fight disease; the HuMab-
Mouse 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.
