-----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, HOKjmf6GXBDR6Sz/E0KAt1BZYf+mdkwhO3/+OwM6fKqZgIAVz+i4Qm8hcYijoQQ1 hLk09l9Y34M/YTRjwnEy3A== /in/edgar/work/20000828/0000912057-00-039353/0000912057-00-039353.txt : 20000922 0000912057-00-039353.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-039353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000825 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MAGNETICS INC CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: [2835 ] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14732 FILM NUMBER: 711484 BUSINESS ADDRESS: STREET 1: 61 MOONEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 6173543929 MAIL ADDRESS: STREET 1: 61 MOONEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02138 8-K 1 a8-k.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 Date of report (Date of earliest event reported): AUGUST 25, 2000 ADVANCED MAGNETICS, INC. ------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-14732 04-2742593 --------------------------- --------- --------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 61 Mooney Street Cambridge, MA 02138 ------------------- ---------- (Address of Principal (Zip Code) Executive Offices)
Registrant's telephone number, including area code: (617) 497-2070 ITEM 5. OTHER EVENTS. On August 25, 2000, Advanced Magnetics, Inc., Cytogen Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Cytogen Corporation, and Cytogen Corporation ("Cytogen") a Delaware corporation, agreed to terminate their Agreement and Plan of Merger, dated as of July 7, 2000 (the "Merger Agreement"), by mutual consent. In addition, voting agreements by and between certain stockholders of Advanced Magnetics and Cytogen, pursuant to which such stockholders agreed to vote their shares in favor of, among other things, the adoption of the Merger Agreement and the approval of the merger, terminated simultaneously. Also on August 25, 2000, Advanced Magnetics, Inc. and Cytogen entered into product marketing and supply agreements that cover products in Advanced Magnetics' pipeline. In connection with such agreements, Advanced Magnetics received 1,500,000 shares of common stock of Cytogen (300,000 of which are freely tradeable and the remainder of which will become freely tradeable in increments of 300,000 on the 25th of each of the next four months) and an additional 500,000 shares of common stock of Cytogen have been placed in escrow to be released upon satisfaction of certain milestones. The press release announcing the termination of the Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. EXHIBITS. (a) EXHIBITS. EXHIBIT NO. DESCRIPTION 99.1 Press Release of Advanced Magnetics, Inc. dated August 28, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. ADVANCED MAGNETICS, INC. By: /s/ Jerome Goldstein ------------------------------------- Jerome Goldstein Chairman of the Board of Directors, Chief Executive Officer and Treasurer Dated: August 28, 2000 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release of Advanced Magnetics, Inc. dated August 28, 2000. EX-99.1 2 ex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 CONTACT: Jerome Goldstein, CEO, Advanced Magnetics, Inc. (617) 497-2070 FOR IMMEDIATE RELEASE ADVANCED MAGNETICS, INC. ANNOUNCES MUTUAL DECISION TO TERMINATE ITS ACQUISITION BY CYTOGEN - COMPANIES ENTER INTO MARKETING AND SUPPLY AGREEMENTS - CAMBRIDGE, MASSACHUSETTS, AUGUST 28, 2000 -- Advanced Magnetics, Inc. (AMEX: AVM) today announced that by mutual agreement with Cytogen Corporation (Nasdaq: CYTO), the companies have terminated their agreement under which Cytogen was to acquire Advanced Magnetics in a stock transaction. The two companies have entered into product marketing and supply agreements that cover products in Advanced Magnetics' pipeline. Cytogen Corporation will receive exclusive U.S. marketing rights to Combidex-Registered Trademark- Magnetic Resonance Imaging contrast agent for the detection of lymph node metastases and U.S. marketing rights to Code 7228, Advanced Magnetics' next-generation imaging agent, for oncology indications. The U.S. Food and Drug Administration (FDA) recently issued an approvable letter with respect to COMBIDEX, subject to certain conditions. Under the new agreements, Advanced Magnetics has received 1.5 million registered shares of Cytogen's stock and will receive an additional 0.5 million registered shares upon achieving future milestones. In addition, Advanced Magnetics will receive payments for product manufacturing as well as royalties on sales. Advanced Magnetics will continue to be responsible for all clinical development and regulatory matters relating to the products. Jerome Goldstein, Chairman and CEO of Advanced Magnetics stated that "We believe this marketing and supply arrangement serves our important strategic goal of providing a platform for the marketing of COMBIDEX and other potential products to oncologists and, along with the termination of the acquisition agreement, is in the best interests of the shareholders of our company." Goldstein cited mutual concern as to the near-term benefits of the merger compared with the benefits of the marketing and supply arrangement as a significant factor in the decision to terminate the merger agreement. Advanced Magnetics, Inc. is a biopharmaceutical company dedicated to the development and commercialization of novel products for the diagnosis of cancer and other diseases. For more information, please visit the Company's web site at www.advancedmagnetics.com. This document contains forward-looking statements. Any statements contained in this press release that do not describe historical facts are forward-looking statements that involve risks and uncertainties. The factors that could cause actual results to differ materially from current expectations include the following: uncertainties as to FDA approval of COMBIDEX or Code 7228 for marketing, and other risks identified in Advanced Magnetics, Inc.'s Securities and Exchange Commission filings. # # # -----END PRIVACY-ENHANCED MESSAGE-----