-----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, QlX7JFyDAxehj2hczPhFXz5himik6FDDTWVLUWttFdIesFjbHWQQODCZ1A89Xc7J RMuJ4KnfCeCgqniNKXFRKQ== /in/edgar/work/20000828/0000912057-00-039305/0000912057-00-039305.txt : 20000922 0000912057-00-039305.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-039305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000823 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABGENIX INC CENTRAL INDEX KEY: 0001052837 STANDARD INDUSTRIAL CLASSIFICATION: [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: 710956 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 a8-k.txt 8-K 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): AUGUST 23, 2000 ABGENIX, INC. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-24207 94-3248826 - ---------------------------- ------------------- -------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 7601 DUMBARTON CIRCLE FREMONT, CALIFORNIA 94555 --------------------------------------------------------------- (Address of principal executive offices and Zip Code) (510) 608-6500 --------------------------------------------------------------- (Registrant's telephone number, including area code) not applicable --------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS. On August 23, 2000, the shareholders of Abgenix, Inc., a Delaware Corporation, voted to approve and adopt an amendment to the Abgenix, Inc. Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of the Corporation's common stock, par value $0.0001 per share ("Common Stock"), from One Hundred Million (100,000,000) to Two Hundred Twenty Million (220,000,000). On August 25, 2000, a Certificate of Amendment was filed with the Delaware Secretary of State to effect the increase. SIGNATURES 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 thereunto duly authorized. ABGENIX, INC. Date: August 25, 2000 By: /s/ Kurt Leutzinger ------------------------------------ Kurt Leutzinger Chief Financial Officer ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS 3.1(2) Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Abgenix, Inc. dated June 6, 2000 and filed with the Delaware Secretary of State on June 7, 2000. 3.1(3) Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Abgenix, Inc. dated August 24, 2000 and filed with Delaware Secretary of State on August 25, 2000. 2 EXHIBIT INDEX Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits. Exhibit No. Description - ----------- ----------------------------------------------------------- 3.1(2) Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Abgenix, Inc. dated June 6, 2000 and filed with the Delaware Secretary of State on June 7, 2000. 3.1(3) Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Abgenix, Inc. dated August 24, 2000 and filed with Delaware Secretary of State on August 25, 2000. 3 EX-3.1(2) 2 ex-3_12.txt CERTIFICATE OF AMENDMENT (JUNE 6, 2000) Exhibit 3.1(2) CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABGENIX, INC. ABGENIX, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The name of the corporation is ABGENIX, INC. SECOND: The corporation's Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the state of Delaware on July 8, 1998. THIRD: The Board of Directors of the corporation, acting in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Amended and Restated Certificate of Incorporation of the corporation by deleting the first paragraph of Article IV and substituting therefor a new first paragraph of Article IV in the following form: "This Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares which the Corporation is authorized to issue is one hundred five million (105,000,000) shares. One hundred million (100,000,000) shares shall be Common Stock, each having a par value of $0.0001. Five million (5,000,000) shares shall be Preferred Stock, each having a par value of $0.0001." FOURTH: Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the corporation for their approval and was duly adopted in accordance with the provision of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Abgenix, Inc. has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer and attested to by its Secretary this 6th day of June, 2000. ABGENIX, INC. /s/ R. Scott Greer -------------------------------------------- R. Scott Greer President and Chief Executive Officer ATTEST: /s/ Kurt W. Leutzinger - ------------------------------- Kurt W. Leutzinger Secretary EX-3.1(3) 3 ex-3_13.txt CERTIFICATE OF AMENDMENT (AUGUST 24, 2000) Exhibit 3.1(3) CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ABGENIX, INC. ABGENIX, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The name of the corporation is ABGENIX, INC. SECOND: The corporation's Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the state of Delaware on July 8, 1998. THIRD: The Board of Directors of the corporation, acting in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Amended and Restated Certificate of Incorporation of the corporation by deleting the first paragraph of Article IV and substituting therefor a new first paragraph of Article IV in the following form: "This Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares which the Corporation is authorized to issue is two hundred twenty-five million (225,000,000) shares. Two hundred twenty million (220,000,000) shares shall be Common Stock, each having a par value of $0.0001. Five million (5,000,000) shares shall be Preferred Stock, each having a par value of $0.0001." FOURTH: Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the corporation for their approval and was duly adopted in accordance with the provision of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Abgenix, Inc. has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer and attested to by its Secretary this 24th day of August, 2000. ABGENIX, INC. /s/ R. Scott Greer ----------------------------------- R. Scott Greer President and Chief Executive Officer ATTEST: /s/ Kurt W. Leutzinger - --------------------------------- Kurt W. Leutzinger Secretary -----END PRIVACY-ENHANCED MESSAGE-----