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As filed with the Securities and Exchange Commission on January 28, 2000.
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)
January 28, 2000 (January 28, 2000)
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.)
707 State Road, Ste. 206, Princeton, N.J. 08540-1437
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (609) 430-2880
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 January 28, 2000, Medarex, Inc., a New Jersey corporation (the
"Company"), announced it had filed a registration statement with the U.S.
Securities and Exchange Commission for a public offering of 1.75 million shares
of Common Stock. Following the offering, the Company will have approximately
34.2 million shares of Common Stock outstanding, assuming no exercise of the
underwriters 262,500 share over-allotment option. The offering is being
underwritten by Morgan Stanley Dean Witter, Chase H&Q, Dain Rauscher Wessels,
and Warburg Dillon Read LLC.
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
the Company'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 in obtaining and maintaining regulatory approval,
market acceptance of and continuing demand for the Company's products, the
impact of competitive products and pricing, the Company's ability to obtain
additional financing to support its operations, 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
the Company'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 January 28, 2000.
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: January 28, 2000 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 January 28, 2000.
5
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EXHIBIT 99.1
MEDAREX .......news release
- ------------------------------------
707 State Road, Ste. 206 . Princeton, NJ 08540-1437 . Tel. (609) 430-2880 .
Fax (609) 430-2850 . www.medarex.com
Medarex Files Registration Statement for Public Offering
Princeton, N.J. Jan. 28, 2000 -- Medarex, Inc. (NASDAQ: MEDX) today announced
that it has filed a registration statement with the U.S. Securities and Exchange
Commission for a public offering of 1.75 million shares of Common Stock.
Following the offering, the Company will have approximately 34.2 million shares
of Common Stock outstanding, assuming no exercise of the underwriters 262,500
share over-allotment option. The offering is being underwritten by Morgan
Stanley Dean Witter, Chase H&Q, Dain Rauscher Wessels, and Warburg Dillon Read
LLC.
Medarex, Inc., headquartered in Princeton, is a biopharmaceutical company
developing monoclonal antibody-based therapeutics to fight life-threatening and
debilitating diseases.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale could be unlawful prior to registration or qualification
under the securities laws of any such state.
Except for the historical information contained herein, the matters discussed in
this news release may include forward-looking statements. Actual results may
differ materially from those predicted in such forward-looking statements due to
the risks and uncertainties inherent in the Company's business, including,
without limitation, risks and uncertainties in obtaining and maintaining
regulatory approval, market acceptance of and continuing demand for the
Company's products, the impact of competitive products and pricing, and the
Company's ability to obtain additional financing to support its operations. The
Company undertakes no obligation to revise or update this press release to
reflect events or circumstances after the date hereof.
