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As filed with the Securities and Exchange Commission on March 3, 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) March 3,
2000 (March 3, 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 March 3, 2000, Medarex, Inc., a New Jersey corporation (the "Company"),
announced the public offering of 2,086,265 shares of Common Stock at a price of
$172.00 per share. Following the offering, the Company will have approximately
34.75 million shares of Common Stock outstanding, assuming no exercise of the
underwriters' 312,939 share over-allotment option. The shares were offered by an
underwriting group led 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 March 3, 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: March 3, 2000 By:/s/ Donald L. Drakeman
----------------------
Donald L. Drakeman
President and Chief Executive
Officer
4
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EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
99.1 Press release dated March 3, 2000.
5
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MEDAREX .......news release
- -------------------------------------------------------------------------------
707 State Road, Ste. 206o Princeton, NJ 08540-1437 o Tel. (609) 430-2880
o Fax (609) 430-2850 o www.medarex.com
Medarex Announces the Sale of 2,086,265 Shares of Common Stock
in a Follow-On Public Offering
Princeton, N.J. Mar. 3, 2000 -- Medarex, Inc. (NASDAQ: MEDX) today announced
the public offering of 2,086,265 shares of Common Stock at a price of $172.00
per share. Following the offering, the Company will have approximately 34.75
million shares of Common Stock outstanding, assuming no exercise of the
underwriters' 312,939 share over-allotment option. The shares were offered by
an underwriting group led by Morgan Stanley Dean Witter, Chase H&Q, Dain
Rauscher Wessels, and Warburg Dillon Read LLC.
More information about this offering is available in the Company's prospectus
dated March 2, 2000 and filed with the Securities and Exchange Commission.
This announcement 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 would be unlawful prior to
registration or qualification under the securities laws of any such State.
Medarex, Inc., headquartered in Princeton, is a biopharmaceutical company
developing monoclonal antibody-based therapeutics to fight life-threatening
and debilitating diseases.
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.
