0001104659-17-003535.txt : 20170123 0001104659-17-003535.hdr.sgml : 20170123 20170123160833 ACCESSION NUMBER: 0001104659-17-003535 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170123 ITEM INFORMATION: Other Events FILED AS OF DATE: 20170123 DATE AS OF CHANGE: 20170123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCYTE CORP CENTRAL INDEX KEY: 0000879169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 943136539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12400 FILM NUMBER: 17541135 BUSINESS ADDRESS: STREET 1: 1801 AUGUSTINE CUT-OFF CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3024986700 MAIL ADDRESS: STREET 1: 1801 AUGUSTINE CUT-OFF CITY: WILMINGTON STATE: DE ZIP: 19803 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE CORP DATE OF NAME CHANGE: 20030318 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE GENOMICS INC DATE OF NAME CHANGE: 20000710 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19930902 8-K 1 a17-3039_18k.htm 8-K

 

 

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 (Date of earliest event reported):  January 23, 2017

 

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-12400

 

94-3136539

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

1801 Augustine Cut-Off

 

 

Wilmington, DE

 

19803

(Address of principal executive offices)

 

(Zip Code)

 

(302) 498-6700

(Registrant’s telephone number,
including area code)

 

N/A

(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 obligations 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 8.01   Other Events.

 

On December 21, 2016, Incyte Corporation (the “Company”) announced and filed a Current Report on Form 8-K with respect to the entry into the Collaboration and License Agreement between Merus N.V. (“Merus”) and the Company (the “Collaboration Agreement”) and the related Share Subscription Agreement between Merus and the Company (the “Subscription Agreement”).  Closing under the Subscription Agreement was conditioned on the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and effectiveness of the Collaboration Agreement was conditioned on closing of the Subscription Agreement.  The waiting period under the HSR Act expired on January 20, 2017.  On January 23, 2017, the Company completed the purchase pursuant to the Subscription Agreement of 3,200,000 common shares, nominal value €0.09 per share, of Merus for an aggregate purchase price of $80.0 million in cash, or $25.00 per share.  On January 23, 2017, the Collaboration Agreement became effective. The Company will be required to pay to Merus the upfront non-refundable payment of $120.0 million pursuant to the terms of the Collaboration Agreement upon the submission by Merus to the Company of an invoice for that amount following the effectiveness of the Collaboration Agreement.

 

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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.

 

Dated:  January 23, 2017

 

 

INCYTE CORPORATION

 

 

 

 

 

 

 

By:

/s/ Eric H. Siegel

 

 

Eric H. Siegel

 

 

Executive Vice President and

 

 

General Counsel

 

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