<PAGE>
As filed with the Securities and Exchange Commission on September 23, 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 23, 1998 (AUGUST 27, 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
<TABLE>
<S> <C> <C>
Item 5. Other Events................................................. 3
Item 7. Financial Statements and Exhibits............................ 4
Signature ............................................................. 5
</TABLE>
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ITEM 5. OTHER EVENTS.
On August 27, 1998, Medarex, Inc., a New Jersey corporation
("Medarex"), announced that it had received a $1.2 million milestone payment
from Merck KGaA of Darmstadt, Germany, in exchange for 192,000 shares of Medarex
common stock. The milestone payment was triggered by clinical development
progress of MDX-447, an anti-cancer treatment developed jointly by Medarex and
Merck KGaA. MDX-447 is entering Phase II clinical trials of the treatment of
head and neck cancer.
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 receipt of future payments, the
continuation of business partnerships, the progress of ongoing clinical trials,
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 27, 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 23, 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
-------------
Exhibit Page
Number Description Number
- --------- ----------- ------
99.1 Press release dated August 27, 1998.
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EXHIBIT 99.1
MEDAREX ...NEWS RELEASE
================================================================================
1545 Route 22 East, P.O. Box 953 . Annandale, NJ 08801 . Tel. (908) 713-6001
.Fax (908) 713-6002
For Immediate Release Contact:Donald L. Drakeman Kimberly Hofman
- --------------------- President and CEO Middleberg + Associates
Medarex, Inc. 212-888-6610 ext. 544
908-713-6001 [email protected]
MEDAREX RECEIVES $1.2 MILLION MILESTONE PAYMENT FROM MERCK KGaA
ANNANDALE, NJ; AUGUST 27, 1998 - Medarex, Inc. (NASDAQ: MEDX) announced today
that it has received a $1.2 million milestone payment from Merck KGaA of
Darmstadt, Germany, in exchange for 192,000 shares of Medarex Common Stock. The
milestone payment was triggered by clinical development progress of MDX-447, an
anti-cancer treatment developed jointly by Merck KGaA and Medarex.
The anti-cancer product MDX-447 is entering Phase II clinical trials for the
treatment of head and neck cancer. The multi-center study will assess the
effects of MDX-447 on tumor growth in patients with squamous cell carcinoma of
the head and neck who have relapsed after standard therapy. The multiple dose
trial will also further evaluate the safety and tolerability of MDX-447.
MDX-447 is a Bispecific antibody that targets the epidermal growth factor
receptor (EGF-R) which is overexpressed in many solid tumors. MDX-447 combines
a cancer targeting component provided by Merck KGaA with an immune system
triggering component developed by Medarex.
"We are excited by the continuing progress of our collaboration with Merck KGaA
and the opportunity to move into the first Phase II trial of MDX-447," said
Donald L. Drakeman, President and CEO of Medarex.
Medarex is a biopharmaceutical company developing monoclonal antibody-based
therapeutics to fight cancer and other life-threatening and debilitating
diseases. The Company has developed a broad platform of patented technologies
for antibody discovery and development, including the HuMAb-Mouse system for the
creation of high-affinity human antibodies; Bispecific antibodies, which enhance
and direct the body's own immune system to fight
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disease; and immunotoxin technology. Medarex has six products in clinical
development for the treatment of cancers and leukemia, autoimmune diseases and
ophthalmic conditions.
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 progress of ongoing clinical trials. Actual
results, events or performance may differ materially.
2
