-----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, Cv7UD0bqTdlVzPbpVv0vlmXPO1kP3GVoQPkqV86/Bgi08AwrBgrQY8wRyznfkWn2 xLe7Y59zKu1VC58Q7H2V5A== 0001157523-04-008392.txt : 20040910 0001157523-04-008392.hdr.sgml : 20040910 20040910065851 ACCESSION NUMBER: 0001157523-04-008392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040909 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040910 DATE AS OF CHANGE: 20040910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTIGENICS INC /DE/ CENTRAL INDEX KEY: 0001098972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061562417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29089 FILM NUMBER: 041024003 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2170 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 2123324774 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2170 CITY: NEW YORK STATE: NY ZIP: 10111 8-K 1 a4717091.txt ANTIGENICS, INC. 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 September 9, 2004 Date of Report (Date of earliest event reported) - ------------------------------------------------------------------------------- ANTIGENICS INC (Exact name of registrant as specified in its charter) - ------------------------------------------------------------------------------- DELAWARE 000-29089 06-1562417 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 630 Fifth Avenue, Suite 2100 New York, NY 10111 10111 (Address of principal executive offices) (Zip Code) 212-994-8200 (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On September 10, 2004, Antigenics Inc. (the "Company") announced the appointment of Alastair J. J. Wood, MD, to its board of directors. There was no arrangement or understanding pursuant to which Dr. Wood was elected as a director, and there are no related party transactions between the Company and Dr. Wood. Dr. Wood will serve on the Corporate Governance Committee of the Company's Board of Directors. On September 10, 2004, the Company issued a press release announcing the election of Dr. Wood as a new director to the Company's Board of Directors. The full text of the press release is attached as Exhibit 99.1 to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Press Release dated September 10, 2004 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 hereunto duly authorized. ANTIGENICS INC. Date: September 10, 2004 By: /s/ Garo H. Armen ---------------------------------- Garo H. Armen, Ph.D. Chairman and Chief Executive Officer EXHIBIT INDEX The following designated exhibits are filed herewith: Exhibits: 99.1 Press Release dated September 10, 2004 EX-99.1 2 a4717091ex991.txt NEWS RELEASE Exhibit 99.1 Alastair Wood, MD, Joins Antigenics' Board of Directors NEW YORK--(BUSINESS WIRE)--Sept. 10, 2004--Antigenics Inc. (NASDAQ: AGEN) today announced the appointment of Alastair J. J. Wood, MD, to its board of directors. Dr. Wood, a 2002 nominee for commissioner of the US Food and Drug Administration (FDA), currently serves as associate dean, attending physician and tenured professor of medicine and pharmacology at Vanderbilt Medical School in Nashville, Tenn. His appointment brings more than 20 years of health care and pharmaceutical experience to Antigenics' board of directors. "Dr. Wood's wealth of expertise in the areas of drug development and regulatory affairs will clearly be a valuable asset to Antigenics," said Garo H. Armen, PhD, chairman and CEO of Antigenics. "We look forward to his contributions and counsel as Antigenics looks to commercialize its lead product." In addition to numerous past and present positions at Vanderbilt, Dr. Wood was a member of the FDA's cardiovascular and renal advisory committee and is currently a member of the agency's nonprescription drug advisory committee. Dr. Wood has also been a member and chairman of the National Institutes of Health study sections, acted as consultant to several pharmaceutical companies, investors, venture capital funds and major academic institutions, and served in a similar capacity for various philanthropic grant-giving bodies. Most recently, he was the drug therapy editor of The New England Journal of Medicine from 1992 through 2004, and is on the editorial boards of Clinical Pharmacology and Therapeutics and The British Journal of Clinical Pharmacology. Dr. Wood received his medical degree from St. Andrew's University and Dundee Medical School in Scotland. About Antigenics Antigenics is working to develop personalized immunotherapeutics and revolutionary treatments for cancers and infectious diseases. The company's lead product in development is Oncophage(R) (HSPPC-96), a late-stage, personalized cancer vaccine being evaluated in several indications, including renal cell carcinoma and metastatic melanoma. Antigenics' portfolio of investigational products also includes AG-858 (HSPPC-70), a personalized cancer vaccine in Phase 2 development; two Phase 2 liposomal cancer treatments, Aroplatin(TM) and ATRA-IV; and AG-702/AG-707, a Phase 1 genital herpes program. For more information about Antigenics, please visit www.antigenics.com. This press release contains forward-looking statements, including statements regarding the benefits of Dr. Wood joining Antigenics' board of directors and the potential commercialization of Oncophage. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. Risks and uncertainties relating to commercialization of Oncophage and our other product candidates include, among others, the ability to satisfy the FDA and other regulatory authorities regarding product characterization, safety, efficacy, and the structure of clinical trials; the results of clinical trials; the ability to successfully prepare Oncophage and other product candidates; and the factors described in the company's periodic filings with the Securities and Exchange Commission. Please see the disclosure under the heading "Factors That May Impact Future Results" in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Antigenics Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2004, for a more complete discussion of these and other risk factors. Antigenics cautions investors not to place considerable reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this document, and Antigenics undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Antigenics' business is subject to substantial risks and uncertainties, including those identified above. When evaluating Antigenics' business and securities, investors should give careful consideration to these risks and uncertainties. CONTACT: Antigenics Inc. Sunny Uberoi, 212-994-8206 suberoi@antigenics.com or Investor Relations Jack Howarth, 212-994-8244 jhowarth@antigenics.com -----END PRIVACY-ENHANCED MESSAGE-----