-----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, ScsS4xcWReBkRI5FvAub8EANa1F7j7ki1b344u6rsVZUWEbOsEDETJ31sAomS0Px 260kR7Y4Ygq7eS3jgGS1Yg== /in/edgar/work/20000810/0001032210-00-001574/0001032210-00-001574.txt : 20000921 0001032210-00-001574.hdr.sgml : 20000921 ACCESSION NUMBER: 0001032210-00-001574 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000809 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNEX CORP /DE/ CENTRAL INDEX KEY: 0000719529 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 510346580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12406 FILM NUMBER: 690272 BUSINESS ADDRESS: STREET 1: 51 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2065870430 MAIL ADDRESS: STREET 1: 51 UNIVERSITY STREET CITY: SEATLE STATE: WA ZIP: 98101 8-K 1 0001.txt FORM 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 August 9, 2000 ------------------ Date of Report (Date of earliest event reported) IMMUNEX CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Washington 0-12406 51-0346580 - ---------------------------- ---------------------- ---------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 51 University Street, Seattle, Washington 98101 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (206) 587-0430 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) None - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events On August 9, 2000, Immunex Corporation announced that it had filed a Form S-3 shelf registration statement with the Securities and Exchange Commission for the sale of up to 70 million shares of Immunex common stock by it and American Home Products Corporation, its principal shareholder. In addition, Immunex and American Home Products Corporation announced a number of new business arrangements and agreements between the two companies, including an amendment to Immunex's existing governance agreement. A copy of the governance agreement amendment is attached to this report as Exhibit 10.1. Copies of the press releases relating to these announcements are attached to this report as Exhibits 99.1 and 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 10.1 Amendment No. 2 to Amended and Restated Governance Agreement among Lederle Oncology Corporation, American Cyanamid Company and Immunex dated as of August 9, 2000 99.1 Immunex Press Release Dated August 9, 2000 99.2 Immunex Corporation and American Home Products Corporation Joint Press Release Dated August 9, 2000 PAGE 2 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. IMMUNEX CORPORATION Dated: August 9, 2000 By /s/ David A. Mann -------------------------------- Name: David A. Mann Its: Senior Vice President, Chief Financial Officer and Treasurer PAGE 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 10.1 Amendment No. 2 to Amended and Restated Governance Agreement among Lederle Oncology Corporation, American Cyanamid Company and Immunex dated as of August 9, 2000 99.1 Immunex Press Release Dated August 9, 2000 99.2 American Home Products Corporation and Immunex Corporation Joint Press Release Dated August 9, 2000 PAGE 4 EX-10.1 2 0002.txt AM. NO. 2 TO AMENDED & RESTATED GOVERNANCE AGMT EXHIBIT 10.1 AMENDMENT NO. 2 to AMENDED AND RESTATED GOVERNANCE AGREEMENT This Amendment No. 2 ("Amendment No. 2") is made this 9th day of August, 2000 (the "Amendment Effective Date") by and between AMERICAN CYANAMID COMPANY, a corporation organized and existing under the laws of the State of Maine ("CYANAMID") and a wholly-owned subsidiary of AMERICAN HOME PRODUCTS CORPORATION, a corporation organized and existing under the laws of the State of Delaware and having its principal office at Five Giralda Farms, Madison, New Jersey 07940 ("AHPC") and IMMUNEX CORPORATION, a corporation organized and existing under the laws of the State of Washington and having its principal office at 51 University Street, Seattle, Washington 98101 ("IMMUNEX"), further amends the Amended and Restated Governance Agreement dated as of December 15, 1992, among American Cyanamid Company, Immunex Corporation and Lederle Oncology Corporation as amended by Amendment No. 1 to the Governance Agreement, dated May 20, 1999 (as amended, the "Governance Agreement"). WHEREAS, AHPC and IMMUNEX have entered into a Letter Agreement, dated August 9, 2000, under which AHPC requested and IMMUNEX agreed to file and filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission on August 9, 2000 covering the proposed sale of up to 20 million shares of newly issued Common Stock in a primary offering (the "Primary Offering") and up to 50 million shares of Common Stock in a secondary offering (the "Secondary Offering" and together with the Primary Offering, the "Offering"); WHEREAS, AHPC and IMMUNEX have agreed to make certain amendments to the Governance Agreement effective upon the closing of a Secondary Offering upon the completion of which Cyanamid's Interest is below 45%; NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows: 1. All initially capitalized terms used herein and not defined shall have the meanings set forth in the Governance Agreement. 2. Effective upon the closing of a Secondary Offering upon the completion of which Cyanamid's Interest is below 45%: (a) Notwithstanding anything in Section 4.01 (b) and (c) of the Governance Agreement to the contrary, at all times during which AHPC has the right to designate no more than two Investor Directors, IMMUNEX shall have the right to designate three Management Directors and there shall be at least four Independent Directors. (b) For the duration of any lock up period under the letter agreement between AHP and IMMUNEX dated August 9, 2000, notwithstanding anything to the contrary in the Governance Agreement, for purposes of determining whether Cyanamid's Interest is below 35% no consideration shall be given to any shares of IMMUNEX Common Stock issued during each lock up period as a result of the exercise of any employee or director stock options. (c) Section 4.04 of the Governance Agreement will be amended as follows: (i) Section 4.04(g) shall be deleted in its entirety; (ii) Each of Sections 4.04(h), (i) and (j) shall be amended to delete the amount "$350,000" and substitute in its place the amount "$15 million"; (iii) Section 4.04(l) shall be amended to delete the subsection in its entirety and substitute the following: "(l) the acquisition by the Company or any of its Subsidiaries of technology or products under any license or similar arrangements unless the purchase price or the fair market value of such technology or products (determined in accordance with Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder) is less than $15 million; 3. Except as otherwise set forth in this Amendment No. 2 or Amendment No. 1, all other terms and provisions of the Governance Agreement shall remain in full force and effect. 4. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute together one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the day and year first above written. IMMUNEX CORPORATION By: /s/ Edward V. Fritzky --------------------------- Edward V. Fritzky Chairman and Chief Executive Officer AMERICAN CYANAMID COMPANY By: /s/ Jeffrey S. Sherman --------------------------- Name: Jeffrey S. Sherman Title: Vice President AMERICAN HOME PRODUCTS CORPORATION By: /s/Kenneth J. Martin --------------------------- Name: Kenneth J. Martin Title: Senior Vice President and Chief Financial Officer EX-99.1 3 0003.txt IMMUNEX PRESS RELEASE DATED AUGUST 9, 2000 Exhibit 99.1 [LOGO OF IMMUNEX] FOR IMMEDIATE RELEASE CONTACT: Tim Warner (media) (206) 470-4193 Mark Leahy (investors) (206) 389-4363 Immunex Files Shelf Registration SEATTLE -- Immunex Corporation (Nasdaq: IMNX) announced today that it has filed a Form S-3 shelf registration statement with the Securities and Exchange Commission for the sale of up to 70 million shares of Immunex common stock. Once registered, these shares will be available for sale when Immunex and American Home Products Corporation (NYSE:AHP) believe that market conditions are favorable. Immunex and AHP are currently seeking to sell shares as early as this Fall in an underwritten offering for which Morgan Stanley Dean Witter will serve as book-running joint lead manager and Merrill Lynch & Co. will serve as joint lead manager. Subject to market conditions, an offering would be expected to consist of up to 20 million shares to be sold by Immunex and up to 50 million shares to be sold by AHP from its current holdings of 283.9 million shares of Immunex common stock. The terms of any sale of shares would be determined at the time of the offering based on the market price at that time and will be stated in a prospectus supplement and announced at the time shares are issued. AHP has agreed with Immunex that AHP will not sell additional shares from the date of its sale of Immunex stock in a public offering until the later of September 30, 2001 or nine months from the date of such sale. Immunex intends to use the net proceeds from the sale of its common stock to expand manufacturing facilities, to design and construct a new research and technology center, to fund research and development and commercialization activities for new products, for additional working capital and for other general corporate purposes, as well as the possible acquisition of complementary businesses and technologies. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This announcement 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 of qualification under the securities laws of any such state. Immunex Corporation is a biopharmaceutical company dedicated to improving lives through immune system science innovations. American Home Products Corporation owns a majority interest in Immunex. AHP is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs, including biotechnological and vaccine products, animal health care products and over-the-counter medications. NOTE: This news release contains forward-looking statements that involve risks and uncertainties, including risks associated with clinical development, regulatory approvals, our reliance on third-party manufacturers, product commercialization and other risks described from time to time in the SEC reports filed by Immunex, including the most recently filed Form 10-Q and Form 10-K. # # # EX-99.2 4 0004.txt AHP CORPORATION & IMMUNEX CORP JOINT PRESS RELEASE Exhibit 99.2 [LOGO OF AMERICAN HOME PRODUCTS] [LOGO OF IMMUNEX] FOR IMMEDIATE RELEASE American Home Products Corporation Immunex Corporation Media Contact: Media Contact: Lowell Weiner Tim Warner (973) 660-5013 (206) 470-4193 Investor Contact: Investor Contact: Thomas Cavanagh Mark Leahy (973) 660-5706 (206) 389-4363 AHP AND IMMUNEX TAKE ACTIONS TO SUPPORT CONTINUED GROWTH OF IMMUNEX Madison, N.J. and Seattle, WA, August 9, 2000 - American Home Products Corporation (NYSE:AHP) and Immunex Corporation (NASDAQ:IMNX) today announced a number of actions that have been taken by the two companies. These actions will support Immunex in executing its long-term growth strategy and are intended to enable AHP to monetize a portion of its highly successful investment in the biotech company while continuing to be a major participant in the future development and growth of Immunex. - more - - 2 - Immunex today has filed a shelf registration statement that would allow Immunex to sell up to 20 million shares of newly-issued Immunex common stock in a primary offering and AHP to sell up to 50 million shares of Immunex common stock in a secondary offering, market conditions permitting. The combined effect of the equity offering, if and when executed, is expected to reduce AHP's ownership stake in Immunex from approximately 55% to approximately 43%. If AHP's ownership falls below 45%, AHP will retain two of its three seats on the Immunex board and AHP and Immunex have agreed in such event to increase the number of independent directors from three to four. Key elements of the new business arrangements between AHP and Immunex include the future sale by AHP to Immunex of AHP's recently acquired biotech manufacturing facility in Rhode Island, which as previously disclosed is being retrofitted to increase manufacturing capacity of ENBREL(R) (etanercept). In addition, AHP has agreed to provide Immunex with financing guarantees to third party lenders of up to $550 million toward the cost of Immunex's proposed new research and technology center in Seattle. Finally, AHP agreed to convert its existing $450 million convertible subordinated Immunex note into Immunex - more - - 3 - common stock concurrently with the financing guarantees. All existing licensing and marketing rights to ENBREL between the two companies remain unchanged. "We are pleased to have reached such a mutually beneficial arrangement with Immunex," said John R. Stafford, AHP's Chairman and Chief Executive Officer. "Immunex will be able to continue its growth strategy and increase its research and manufacturing capabilities, while AHP is able to realize a portion of our investment. We will continue to have a very important business relationship with Immunex and will remain its largest shareholder," added Mr. Stafford. "Our new arrangement with AHP increases our operational flexibility and positions Immunex very well financially for continued growth," said Ed Fritzky, Immunex chairman and CEO. "This marks an evolution in our relationship with AHP from one of a majority-owned entity to business partner." American Home Products Corporation is one of the world's largest research- based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a leader in vaccines, biotechnology and animal health care. - more - - 4 - Immunex Corporation is a biopharmaceutical company dedicated to improving lives through immune system science innovations. The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties including, without limitation, risks associated with the inherent uncertainty of pharmaceutical research, product development, product regulatory approval and compliance, product commercialization, reliance on third party manufacturers, the impact of competitive products, patent issues and other risks or uncertainties, including those detailed from time to time in AHP's and Immunex's periodic reports, including quarterly reports on Form 10-Q and the annual report on Form 10-K, filed with the Securities and Exchange Commission. Actual results may differ from forward-looking statements. ###### -----END PRIVACY-ENHANCED MESSAGE-----