-----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, K+urTx+WzZ75N798sraQZHeV01qX0in+BmODAhhSpGDCiJfl/fMWydZNMcogvcMD SbWFGwD8OUvl2AyXVUFHNA== 0000950123-03-010925.txt : 20030929 0000950123-03-010925.hdr.sgml : 20030929 20030929172857 ACCESSION NUMBER: 0000950123-03-010925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030926 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942852543 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23252 FILM NUMBER: 03915819 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DR CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: IGEN INC /CA/ DATE OF NAME CHANGE: 19931216 8-K 1 y90280e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 26, 2003 IGEN INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 0-23252 94-2852543 (State or other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) Incorporation)
16020 Industrial Drive Gaithersburg, Maryland 20877 (Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (301) 869-9800 Exhibit Index on Page 3 Item 5. Other Events and Regulation FD Disclosure See attached press releases filed herewith as Exhibit 99.1 and Exhibit 99.2. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press release dated September 29, 2003. 99.2 Press release dated September 29, 2003.
2 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press release dated September 29, 2003. 99.2 Press release dated September 29, 2003.
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. Date: September 29, 2003 IGEN INTERNATIONAL, INC. By: /s/ George V. Migausky --------------------------------- Name: George V. Migausky Title: Vice President and Chief Financial Officer 4 EX-99.1 3 y90280exv99w1.txt PRESS RELEASE Exhibit 99.1 (IGEN INTERNATIONAL, INC. LOGO) - -------------------------------------------------------------------------------- 16020 Industrial Drive, Gaithersburg, Maryland 20877 USA Telephone: (301) 869-9800, Fax: (301) 208-3798 FOR IMMEDIATE RELEASE CONTACTS: George Migausky Jonathan Fassberg (investors) Paul Caminiti or Andrew Cole (media) IGEN International, Inc. The Trout Group Citigate Sard Verbinnen (301) 869-9800, ext. 2013 (212) 477-9007, ext. 16 (212) 687-8080
IGEN ANNOUNCES FILING OF REGISTRATION STATEMENT FOR ROCHE TRANSACTION GAITHERSBURG, Md., September 29, 2003 -- IGEN International, Inc. (Nasdaq: IGEN) announced today that its wholly-owned subsidiary, BioVeris Corporation, has filed a registration statement on Form S-4 with the Securities and Exchange Commission relating to the previously announced transaction with Roche Holding Ltd. This registration statement contains a preliminary version of the proxy statement/prospectus that, once final, will be mailed to IGEN stockholders in connection with a special meeting of stockholders to vote on the proposed merger and any other matters that might be presented at the meeting. The proxy statement/prospectus will be mailed after the SEC declares the registration statement effective. BioVeris, which was previously called IGEN Integrated Healthcare, LLC, is the company that was referred to as "Newco" in the definitive agreements relating to the transaction with Roche. As previously disclosed, if the transaction with Roche is completed, IGEN stockholders will be entitled to receive $47.25 in cash, without interest, and one share of BioVeris common stock for each share of IGEN common stock they own. Investors and security holders are urged to read the proxy statement/prospectus regarding the transaction with Roche because it contains important information. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by BioVeris and IGEN with the SEC at the SEC's web site at www.sec.gov. The proxy statement/prospectus and these other documents may also be obtained for free from IGEN by directing a request to IGEN International, Inc., 16020 Industrial Drive, Gaithersburg, MD 20877, (301) 869-9800, Attention: Secretary. IGEN, its directors, and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the transaction with Roche. Information about the directors and executive officers of IGEN and their ownership of IGEN stock is set forth in IGEN's Proxy Statement with respect to its Annual Meeting for the year ended March 31, 2003. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus. IGEN develops and markets biological detection systems based on its proprietary ORIGEN technology, which provides a unique combination of sensitivity, reliability, speed and flexibility. ORIGEN-based systems are used in a wide variety of applications, including clinical diagnostics, pharmaceutical research and development, life science research, biodefense testing and testing for food safety and quality control. These systems are marketed by IGEN and its licensees and/or distributors. IGEN, M-SERIES and ORIGEN are registered trademarks of IGEN International, Inc. More information about the company can be found at http://www.igen.com. This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about revenue growth, market acceptance of new products, litigation and business operations. Actual results might differ materially from these statements due to risks and uncertainties, including those associated with competitive products, market acceptance of products and market conditions. More complete descriptions of the risks applicable to IGEN appear in the company's documents filed with the Securities and Exchange Commission and available on request from the company. IGEN disclaims any intent or obligation to update these forward-looking statements. # # # EX-99.2 4 y90280exv99w2.txt PRESS RELEASE Exhibit 99.2 (IGEN INTERNATIONAL, INC LOGO) - ------------------------------------------------------------------------------- 16020 Industrial Drive, Gaithersburg, Maryland 20877 USA Telephone: (301) 869-9800, FAX (301) 208-3798 FOR IMMEDIATE RELEASE CONTACTS: George Migausky Jonathan Fassberg (investors) Paul Caminiti or Andrew Cole (media) IGEN International, Inc. The Trout Group Citigate Sard Verbinnen (301) 869-9800, ext. 2013 (212) 477-9007, ext. 16 (212) 687-8080
IGEN ANNOUNCES EARLY TERMINATION OF THE WAITING PERIOD UNDER HART-SCOTT-RODINO ACT GAITHERSBURG, MD, September 29, 2003 - IGEN International, Inc. (Nasdaq: IGEN) announced today that the Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the previously announced transaction between IGEN and Roche Holding Ltd. The expiration or termination of this waiting period under the Hart-Scott-Rodino Act is one of the conditions to closing contained in the merger agreement between the two companies. More information about the transaction with Roche may be found in the registration statement on Form S-4 that BioVeris Corporation, a wholly owned subsidiary of IGEN, filed with the Securities and Exchange Commission on September 26, 2003. This registration statement contains a preliminary version of the proxy statement/prospectus that, once final, will be mailed to IGEN stockholders in connection with a special meeting of stockholders to vote on the proposed merger and any other matters that might be presented at the meeting. The proxy statement/prospectus will be mailed after the SEC declares the registration statement effective. BioVeris, which was previously called IGEN Integrated Healthcare, LLC, is the company that was referred to as "Newco" in the definitive agreements relating to the transaction with Roche. As previously disclosed, if the transaction with Roche is completed, IGEN stockholders will be entitled to receive $47.25 in cash, without interest, and one share of BioVeris common stock for each share of IGEN common stock they own. Investors and security holders are urged to read the proxy statement/prospectus regarding the transaction with Roche because it contains important information. Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by BioVeris and IGEN with the SEC at the SEC's web site at www.sec.gov. The proxy statement/prospectus and these other documents may also be obtained in electronic form for free from IGEN by directing a request to IGEN International, Inc., 16020 Industrial Drive, Gaithersburg, MD 20877, (301) 869-9800, Attention: Secretary. IGEN, BioVeris and their respective directors, and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the transaction with Roche. Information about the directors and executive officers of IGEN and their ownership of IGEN stock is set forth in IGEN's Proxy Statement with respect to its Annual Meeting for the year ended March 31, 2003. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus. IGEN develops and markets biological detection systems based on its proprietary ORIGEN(r) technology, which provides a unique combination of sensitivity, reliability, speed and flexibility. ORIGEN-based systems are used in a wide variety of applications, including clinical diagnostics, pharmaceutical research and development, life science research, biodefense testing and testing for food safety and quality control. These systems are marketed by IGEN and its licensees and/or distributors. IGEN and ORIGEN are registered trademarks of IGEN International, Inc. More information about the company can be found at http://www.igen.com. This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about satisfying the closing conditions stated in the merger agreement, the prospects for an order from the Securities and Exchange Commission accelerating the effectiveness of the registration statement filed by BioVeris Corporation, timing for the dissemination of the proxy statement/prospectus to IGEN stockholders, the timing for a meeting of IGEN stockholders, and the prospects for stockholder approval of the merger and any other items to be presented to the stockholders. Actual results might differ materially from these statements due to risks and uncertainties, including those associated with the regulatory review process, IGEN's ability to satisfy future closing conditions and market conditions. More complete descriptions of the risks applicable to IGEN, BioVeris and the proposed merger appear in IGEN and BioVeris's respective documents filed with the Securities and Exchange Commission and available on request from IGEN. IGEN and BioVeris disclaim any intent or obligation to update these forward-looking statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----