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As filed with the Securities and Exchange Commission on March 7, 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 7, 2000 (March 7, 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
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Item 5. Other Events.
On March 7, 2000, Medarex, Inc., a New Jersey corporation (the
"Company"), announced the exercise by its underwriters of an over-allotment
option to purchase 312,939 shares of the Company's common stock associated with
its follow-on stock offering announced March 3, 2000.
Including the overallotment, the public offering totaled 2,399,204
shares at $172.00,with net proceeds expected to be approximately $388 million.
The shares, all of which were sold by the Company, were offered by an
underwriting group for which Morgan Stanley Dean Witter, Chase H&Q, Dain
Rauscher Wessels, and Warburg Dillon Read LLC are acting as representatives.
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 7, 2000.
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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 7, 2000 By: /s/ Donald L. Drakeman
------------------------------------
Donald L. Drakeman
President and Chief Executive
Officer
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EXHIBIT INDEX
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Exhibit Page
Number Description Number
- ------- ----------- ------
99.1 Press release dated March 7, 2000.
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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 Announces the Exercise of the Over-Allotment Option
in its Follow-On Public Offering
Princeton, N.J. Mar. 7, 2000 - - Medarex, Inc. (NASDAQ: MEDX) today announced
the exercise by its underwriters of an over-allotment option to purchase 312,939
shares of the Company's common stock associated with its follow-on stock
offering announced March 3, 2000.
Including the overallotment, the public offering totaled 2,399,204 shares at
$172.00, with net proceeds expected to be approximately $388 million.
The shares, all of which were sold by the Company, were offered by an
underwriting group for which Morgan Stanley Dean Witter, Chase H&Q, Dain
Rauscher Wessels, and Warburg Dillon Read LLC are acting as representatives.
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 would be unlawful prior to registration
or qualification under the securities laws of any such state. The offer is made
only by the prospectus, a copy of which may be obtained from Morgan Stanley Dean
Witter attention: Prospectus Department, 1585 Broadway, New York, NY 10036-8293.
Medarex, Inc., headquartered in Princeton, is a biopharmaceutical company
developing monoclonal antibody-based therapeutics to fight life-threatening and
debilitating diseases. More information about the Company can be found at its
website, www.medarex.com.
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.
