-----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, AxQ56DP2JbW5ofm8HSmc0Mb3Lw5uwWGa/kM6vpAd8630c7mwgDS48u4QTNpZz4MH dalYJod3CJC+WVHEIXhAhA== 0001104659-05-061397.txt : 20051219 0001104659-05-061397.hdr.sgml : 20051219 20051216204211 ACCESSION NUMBER: 0001104659-05-061397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051214 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051216 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: 1934 Act SEC FILE NUMBER: 000-24207 FILM NUMBER: 051271107 BUSINESS ADDRESS: STREET 1: 6701 KAISER DRIVE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5106086500 MAIL ADDRESS: STREET 1: 6701 KAISER DRIVE CITY: FREMONT STATE: CA ZIP: 94555 8-K 1 a05-21777_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
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):  December 14, 2005

 

Abgenix, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-24207

 

94-3248826

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

6701 Kaiser Drive, Fremont California

 

94555

(Address of Principal Executive Offices)

 

(Zip Code)

 

510-284-6500

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01               Entry into a Material Definitive Agreement

 

On December 14, 2005, Abgenix, Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”) entered into Amendment No. 2 (“Amendment No. 2”) to the Amended and Restated Preferred Shares Rights Agreement, dated as of May 9, 2002, as amended by Amendment No.1 to the Amended and Restated Preferred Shares Rights Agreement, by and between the Company and the Rights Agent (the “Rights Agreement”) in connection with the Company, Amgen Inc., a Delaware corporation (“Amgen”), and Athletics Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Amgen (“Merger Sub”) entering into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 14, 2005, pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a subsidiary of Amgen.

 

In connection with the Merger and pursuant to the Merger Agreement, the Company agreed to enter into Amendment No. 2.  Pursuant to Amendment No. 2, the definition of an Acquiring Person was amended to provide that Amgen and its affiliates would not become an Acquiring Person as a result of the execution and delivery of the Merger Agreement, the consummation of the Merger or consummation of the other transactions contemplated by the Merger Agreement.  In addition, the definition of Distribution Date and Triggering Event (each, as defined in the Rights Agreement) have been deemed to not occur as a result of the execution and delivery of the Merger Agreement, the consummation of the Merger or any of the transactions contemplated by the Merger Agreement or the public announcement of the Merger Agreement.

 

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to the terms of Amendment No. 2, which is incorporated herein by reference to Exhibit 3 to the Company’s Amendment No. 4 to Form 8-A filed December 19, 2005.

 

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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.

 

 

ABGENIX, INC.

 

 

 

 

 

By:

/s/ H. Ward Wolff

 

 

 

H. Ward Wolff

 

 

 

Chief Financial Officer and
Senior Vice President, Finance

 

 

 

 

 

 

 

 

 

Date: December 16, 2005

 

 

 

 

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