-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C6wT8XIXpWI9ZwLbTltv1YHS2meO69jaPuAJ6bg7xZdOha+2xym1BZZsW2wO5Ynl kyco9TvE1R01UHpt0LCyhA== 0000912057-00-009513.txt : 20000307 0000912057-00-009513.hdr.sgml : 20000307 ACCESSION NUMBER: 0000912057-00-009513 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000301 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABGENIX INC CENTRAL INDEX KEY: 0001052837 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943248826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24207 FILM NUMBER: 560077 BUSINESS ADDRESS: STREET 1: 7601 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5106086500 MAIL ADDRESS: STREET 1: 7601 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 8-K 1 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 1, 2000 ---------------------------- ABGENIX, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 000-24207 94-3248826 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 7601 Dumbarton Circle, Fremont, California 94555 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 608-6500 -------------------------- Not applicable. (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. On March 1, 2000, Abgenix, Inc., a Delaware corporation, issued a press release announcing that its Board of Directors has declared a two-for-one stock split to be effected in the form of a stock dividend. The press release has been filed as an exhibit to this Report on Form 8-K, attached hereto as Exhibit 99.1. ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS. (c) 99.1 Press Release issued on March 1, 2000 by Abgenix, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABGENIX, INC. By: /S/ R. Scott Greer ---------------------------------------- R. Scott Greer President and Chief Executive Officer Date: March 2, 2000 INDEX TO EXHIBITS 99.1. Press Release issued on March 1, 2000 by Abgenix, Inc. EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 Contact: Kurt Leutzinger Chief Financial Officer Abgenix Inc. (510) 608-6575 ABGENIX ANNOUNCES TWO-FOR-ONE STOCK SPLIT FREMONT, Calif., March 1, 2000 - Abgenix, Inc. (Nasdaq: ABGX) today announced that its Board of Directors has approved a two-for-one split of the Company's outstanding shares of Common Stock. The stock split will be effected in the form of a stock dividend and will entitle each stockholder of record at the close of business on March 16, 2000 to receive one share of Common Stock for every share of Common Stock held. The stock dividends resulting from the stock split are expected to be distributed by the transfer agent on April 6, 2000. As of March 1, 2000, Abgenix had approximately 19.7 million shares outstanding. Upon completion of the split, the number will increase to approximately 39.4 million. Abgenix is a biopharmaceutical company that develops and intends to commercialize antibody therapies for the treatment of such conditions as transplant-related diseases, inflammatory and autoimmune disorders, cardiovascular disease, infectious diseases, and cancer. For more information on Abgenix, visit the Company's Web site at www.abgenix.com. Abgenix developed XenoMouse-TM- technology to enable the rapid generation of high affinity, fully human antibody product candidates to essentially any disease target appropriate for antibody therapy. Abgenix has collaborative arrangements with multiple pharmaceutical and biotechnology companies involving its XenoMouse technology. In addition, Abgenix has multiple proprietary antibody product candidates under development internally, three of which are in human clinical trials for graft-versus-host disease, psoriasis, rheumatoid arthritis, and cancer. STATEMENTS MADE IN THIS PRESS RELEASE ABOUT ABGENIX'S XENOMOUSE TECHNOLOGY, PRODUCT DEVELOPMENT ACTIVITIES AND COLLABORATIVE ARRANGEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT, ARE FORWARD LOOKING STATEMENTS AND ARE SUBJECT TO A NUMBER OF UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE STATEMENTS MADE, INCLUDING RISKS ASSOCIATED WITH THE SUCCESS OF CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE CAPITAL REQUIREMENTS AND THE EXTENT AND BREADTH OF ABGENIX'S PATENT PORTFOLIO. PLEASE SEE ABGENIX'S PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION FOR INFORMATION ABOUT RISKS THAT MAY AFFECT ABGENIX. -----END PRIVACY-ENHANCED MESSAGE-----