<PAGE>
As filed with the Securities and Exchange Commission on March 5, 1999.
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 5, 1999 (March 3, 1999)
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......... 3
Signature.............................................. 4
2
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Item 5. Other Events.
On March 3, 1999, Medarex, Inc., a New Jersey corporation ("Medarex"),
and BankInvest Biomedical Development Venture Fund ("BankInvest VF") announced
that they had formed a new Danish company to develop and commercialize a
portfolio of fully human antibodies derived from Medarex's HuMAb-Mouse
technology. This new company, Genmab, has received initial funding of DKK
35,420,000, approximately $5.5 million with BankInvest VF as lead investor with
A/S Dansk Erhvervsinvestering (a Danish venture capital firm) and others as co-
investors. Genmab will be jointly owned by Medarex and these investors.
Genmab will conduct clinical trials of human antibody products.
Genmab will focus primarily on developing several products to treat inflammatory
conditions, such as rheumatoid arthritis and psoriasis, and has received a
license to certain of Medarex's rights to MDX-CD4, a fully human antibody in
Phase I/II clinical trials for the treatment of rheumatoid arthritis.
The press release with respect to this transaction 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 March 3, 1999.
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: March 5, 1999 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 March 3, 1999.
5
<PAGE>
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 Florian Schonharting
President and CEO Middleberg + Associates Managing Director
Medarex, Inc. for Media Inquiries BankInvest
908-713-6001 212-888-6610 ext. 544 45 77 30 90 00
www.medarex.com [email protected]
- ------------------------------ -----------------------
MEDAREX AND BANKINVEST FORM NEW VENTURE
TO DEVELOP HUMAN ANTIBODY THERAPEUTICS
Annandale, NJ and Copenhagen, Denmark; March 3, 1999 -- Medarex (NASDAQ: MEDX)
and BankInvest Biomedical Development Venture Fund ("BankInvest VF") announced
today that they have formed a new Danish company to develop and commercialize a
portfolio of fully human antibodies derived from Medarex's HuMAb-Mouse
technology. This new company, Genmab, has received initial funding of DKK
35,420,000, approximately $5.5 million with BankInvest VF as lead investor with
A/S Dansk Erhvervsinvestering and others as co-investors. Genmab will be
jointly owned by Medarex and these investors.
Genmab will take advantage of Denmark's high quality medical and research
institutions to conduct clinical trials of human antibody products. Genmab will
also have the opportunity to contract with Medarex for product development
resources, including its manufacturing and antibody development expertise.
Genmab will focus primarily on developing several products to treat inflammatory
conditions, such as rheumatoid arthritis and psoriasis, and has received a
license to certain of Medarex's rights to MDX-CD4, a fully human antibody in
Phase I/II clinical trials for the treatment of rheumatoid arthritis.
"Genmab provides Medarex with a new way to capitalize on the value of its HuMAb-
Mouse technology," said Lisa N. Drakeman, Ph.D., Senior Vice President and Head
of Business Development of Medarex, who will also serve as Chief Executive
Officer of Genmab. "Combining Medarex's technology with Denmark's rich
biomedical resources and BankInvest's capital and contacts will create a
powerful platform for rapid drug development."
"Medarex's HuMAb-Mouse is the most advanced technology available in an age when
antibodies are the largest category of biotechnology products in development and
a number of important antibody products for a variety of diseases have been
commercialized," said Florian Schonharting, Managing Director, BankInvest.
<PAGE>
The patented HuMAb-Mouse technology is a transgenic mouse system that rapidly
creates high affinity, human antibodies using standard, well-proven laboratory
techniques. The human antibodies can be produced against a target antigen in a
matter of months. Until recently, antibody-based products have typically
contained mouse or other animal proteins. Such antibodies can be recognized by
the human body as foreign and have the potential to elicit allergic responses or
other complications. Directly generating fully human antibodies eliminates the
need for humanization or complicated genetic engineering of rodent antibodies.
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 disease; and immunotoxin
technology. Medarex has seven products in clinical development for the treatment
of cancers and leukemia, autoimmune diseases and ophthalmic conditions. For
more information about the company visit its web site at http://www.medarex.com.
----------------------
BankInvest, founded in 1969, is headquartered in Copenhagen, Denmark and
currently has $2 billion under management in a variety of mutual funds.
BankInvest is a leading European biotechnology investor and currently manages
approximately $200 million in two biotechnology funds. The BankInvest
Biotechnology Mutual Fund holds positions in publicly traded companies
worldwide. The BankInvest Biomedical Development Venture Fund, which invests in
biotechnology start-up companies, has invested in seven ventures to date.
A/S Dansk Erhvervsinvestering is a Danish venture capital firm, founded in 1984,
to inject capital into Danish companies, with the goal of supporting the growth
and development of the Danish economy in the areas of job growth, productions,
and exports. The firm currently has DKK 325,000,000, approximately $50 million,
under management and a portfolio that consists of 23 companies. The firm
invests in established companies, as well as start-ups, with an emphasis on
biotechnology and information technology.
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 and the continuation of
business partnerships. Actual results, events or performance may differ
materially.
2
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March 5, 1999
VIA EDGAR
- ---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: Medarex Inc./Current Report on Form 8-K
---------------------------------------
Dear Sir or Madam:
On behalf of Medarex, Inc. (the "Company"), and pursuant to Rule
101(a)(2)(i) of Regulation S-T promulgated under the Securities Act of 1933, as
amended, and the Rules and Regulations of the Securities Exchange Act of 1934,
as amended, transmitted herewith via EDGAR for filing with the Securities and
Exchange Commission is a copy of the Company's Current Report on Form 8-K dated
March 5, 1999.
If you have any questions or require any further information, please
do not hesitate to contact the undersigned, collect at (212) 818-9200.
Very truly yours,
/s/Dwight A. Kinsey
-------------------
Dwight A. Kinsey
cc: Michael A. Appelbaum - Medarex, Inc. (w/encl.)
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