-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, br1lxSNjTDqluF9Wes7P88+3ov3Gg9kuNWh2j+NyT6LEiqMr/IAI22XoZw2UPWX9 w/Qu5bGeh9eMX8J7BpL2jg== 0000950150-95-000013.txt : 19950109 0000950150-95-000013.hdr.sgml : 19950109 ACCESSION NUMBER: 0000950150-95-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950106 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950106 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGEN INC CENTRAL INDEX KEY: 0000730358 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840868248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14339 FILM NUMBER: 95500576 BUSINESS ADDRESS: STREET 1: 1885 33RD ST CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3039386200 MAIL ADDRESS: STREET 1: 1885 33RD STREET CITY: BOULDER STATE: CO ZIP: 80301 8-K 1 FORM 8-K 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: JANUARY 6, 1995 DATE OF EARLIEST EVENT REPORTED: DECEMBER 22, 1994 SYNERGEN, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-14339 84-0868248 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION OF INCORPORATION) NO.)
1885 33RD STREET BOULDER, COLORADO 80301 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE) (303) 938-6200 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT Pursuant to the Agreement and Plan of Merger dated as of November 17, 1994 (the "Merger Agreement"), among Amgen Inc., a Delaware corporation ("Parent"), Amgen Acquisition Subsidiary, Inc., a Delaware corporation ("Purchaser"), and Synergen, Inc., a Delaware corporation (the "Registrant"), on December 22, 1994, Purchaser acquired through a tender offer (the "Offer"), 23,865,339 shares of Common Stock, par value $.01 per share, including the associated preferred stock purchase rights, of the Registrant (the "Shares") for $9.25 per Share in cash, for an aggregate consideration of $220,754,385.75. The Shares acquired by Purchaser through the Offer constitute approximately 91% of the outstanding Shares. Purchaser, a direct wholly owned subsidiary of Parent, acquired the Shares through the Offer with existing cash reserves of Parent. Pursuant to the Merger Agreement, Purchaser merged with and into the Registrant (the "Merger") on December 29, 1994 (the "Effective Date"). All Shares outstanding immediately prior to the Effective Date (other than Shares owned by Purchaser, Parent or the Registrant, or any of their respective subsidiaries, or Shares held by any holder who becomes entitled to the payment of the fair value of his Shares under the General Corporation Law of the State of Delaware (the "Delaware Law") in connection with the Merger ("Dissenting Shares")) have been cancelled and extinguished, and converted into the right to receive $9.25 per Share in cash. Shares owned by Purchaser, Parent or the Registrant, or any of their respective subsidiaries, have been cancelled and retired, and no payment has been, or will be, made with respect thereto. The holders of Dissenting Shares, if any, will be entitled to payment for such Shares only to the extent permitted by and in accordance with Section 262 of the Delaware Law. As a result of the Merger, Parent now owns the entire equity interest in the Registrant. Pursuant to the Merger Agreement, the Board of Directors of the Registrant has been replaced with the following directors of Purchaser: Dr. N. Kirby Alton, Robert S. Attiyeh, Dr. Michael Bevilacqua, Dr. George Morstyn, Dr. Daniel Vapnek and Thomas E. Workman, Jr. As of the Effective Date, the new Board of Directors of the Registrant has removed and replaced all pre-Merger officers of the Registrant with the following officers of Parent, for the positions indicated: Dr. N. Kirby Alton -- Senior Vice President, Development, Robert S. Attiyeh -- Senior Vice President, Finance and Corporate Development, Dr. Michael Bevilacqua -- Vice President, Inflammation and Medicinal Chemistry, Gordon M. Binder -- Chief Executive Officer, Kevin W. Sharer -- President and Chief Operating Officer, Dr. Daniel Vapnek -- Senior Vice President, Research, and Thomas E. Workman, Jr. -- Vice President, Secretary and General Counsel. On the Effective Date, the Shares, which had previously traded on the Nasdaq National Market, were delisted upon the close of trading on the Effective Date and are no longer publicly traded. The information set forth in Exhibits 2.1, 99.1 and 99.2 is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 2.1 Agreement and Plan of Merger, dated as of November 17, 1994 among Parent, Purchaser and the Registrant (Incorporated by reference to Exhibit 2.(c)(1) to the Schedule 14D-1 filed by Parent and Purchaser on November 23, 1994). 99.1 Press Release issued by Parent on December 22, 1994 (Incorporated by reference to Exhibit 99.(a)(16) to the Final Amendment to the Schedule 14D-1 filed by Parent and Purchaser on December 22, 1994). 99.2 Press Release issued by Parent on December 30, 1994. 1 3 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. SYNERGEN, INC. By: /s/ Thomas E. Workman, Jr. ---------------------------------- Vice President, Secretary and General Counsel Dated: January 6, 1995 2 4 EXHIBIT INDEX -------------
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------ ----------- ------------ 2.1 Agreement and Plan of Merger, dated as of November 17, 1994 among Parent, Purchaser and the Registrant (Incorporated by reference to Exhibit 2.(c)(1) to the Schedule 14D-1 filed by Parent and Purchaser on November 23, 1994)...................................................... 99.1 Press Release issued by Parent on December 22, 1994 (Incorporated by reference to Exhibit 99.(a)(16) to the Final Amendment to the Schedule 14D-1 filed by Parent and Purchaser on December 22, 1994)............... 99.2 Press Release issued by Parent on December 30, 1994.....................
EX-99.2 2 PRESS RELEASE ISSUED BY PARENT, DEC. 30, 1994. 1 AMGEN COMPLETES ACQUISITION OF SYNERGEN Investor Contact: Media Contact: Sarah H. Crampton David Kaye Director, Investor Relations and Manager, Product Corporate Communications Communications (805) 447-1659 (805) 447-6692 FOR IMMEDIATE RELEASE Thousand Oaks, Calif., December 30, 1994 -- Amgen today announced that it had successfully completed the merger of its wholly owned subsidiary, Amgen Acquisition Subsidiary, Inc., into Synergen, Inc. Pursuant to the merger, each share of Synergen common stock (other than shares owned by Amgen, Synergen or any of their respective subsidiaries) that remained outstanding following completion of Amgen Acquisition Subsidiary's tender offer for Synergen was converted into the right to receive $9.25 per share in cash. As a result of the merger, Synergen is now a wholly-owned subsidiary of Amgen. The merger is the last step in Amgen's previously announced agreement to acquire Synergen, following Amgen Acquisition Subsidiary's tender offer to purchase all of the outstanding shares of Synergen common stock for $9.25 per share. In the tender offer, which expired on December 21, 1994, Amgen Acquisition Subsidiary acquired approximately 91 percent of the outstanding shares of common stock of Synergen. Synergen common stock, which had previously been quoted on the NASDAQ National Market, will no longer be publicly traded. Amgen (NASDAQ:AMGN) is a global biotechnology company that discovers, develops, manufactures and markets human therapeutics based on advanced cellular and molecular biology. -----END PRIVACY-ENHANCED MESSAGE-----