Current Report Dated September 25, 2002

0001032210-02-001440.txt : 20021011 0001032210-02-001440.hdr.sgml : 20021011 20021011135120 ACCESSION NUMBER: 0001032210-02-001440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020925 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARGETED GENETICS CORP /WA/ CENTRAL INDEX KEY: 0000921114 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 911549568 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23930 FILM NUMBER: 02787263 BUSINESS ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066237612 MAIL ADDRESS: STREET 1: 1100 OLIVE WAY STREET 2: STE 100 CITY: SEATTLE STATE: WA ZIP: 98101 8-K 1 d8k.htm CURRENT REPORT DATED SEPTEMBER 25, 2002 Current Report Dated September 25, 2002

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

September 25, 2002

(Date of Report)

(Date of Earliest Event Reported)

TARGETED GENETICS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Washington

0-23930

91-1549568

(State or Other Jurisdiction of Incorporation)

(Commission File No.)

(IRS Employer Identification No.)

1100 Olive Way, Suite 100, Seattle, WA 98101

(Address of Principal Executive Offices, Including Zip Code)

(206) 623-7612

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

In connection with the sale of 5,804,673 shares (the “Shares”) of Targeted Genetics common stock to Biogen, Inc. on September 25, 2002, Targeted Genetics entered into the Second Amendment to Rights Agreement between Targeted Genetics and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.). This amendment made the provisions of the Rights Agreement inapplicable to the sale of the Shares to Biogen.

A copy of the amendment is attached to this current report as Exhibit 10.1 and is incorporated into this current report by reference.

Item 7. Financial Statements and Exhibits.

10.1 Second Amendment to Rights Agreement between Targeted Genetics Corporation and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services L.L.C.), dated September 25, 2002.

SIGNATURES

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.

	TARGETED GENETICS CORPORATION

Date: October 11, 2002	By:	/s/ TODD E. SIMPSON
		Todd E. Simpson
		Vice President, Finance and Administration
		and Chief Financial Officer, Secretary
		and Treasurer

INDEX TO EXHIBITS

Exhibit Number		Description

10.1		Second Amendment to Rights Agreement between Targeted Genetics Corporation and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services L.L.C), dated September 25, 2002.

EX-10.1 3 dex101.htm AMENDED RIGHTS AGREEMENT Amended Rights Agreement

EXHIBIT 10.1

TARGETED GENETICS CORPORATION

SECOND AMENDMENT TO RIGHTS AGREEMENT

This Second Amendment to Rights Agreement (this “Amendment”) is made as of September 25, 2002 by and between Targeted Genetics Corporation, a Washington corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, formerly known as ChaseMellon Shareholder Services L.L.C., as rights agent (the “Rights Agent”).

RECITALS

WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement dated as of October 16, 1996, as amended by the First Amendment of Rights Agreement dated as of July 21, 1999 (the “Rights Agreement”). Any capitalized terms not specifically defined in this Amendment shall have the meanings given those terms in the Rights Agreement.

WHEREAS, the Company wishes to amend the Rights Agreement as provided herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Section 1 of the Rights Agreement is hereby amended to insert the following sentence at the end of the definition of “Acquiring Person” under the Rights Agreement:

“In addition, neither Biogen, Inc. (“Biogen”) nor any Affiliate or Associate of Biogen shall be included in the definition of “Acquiring Person” for any purpose of this Agreement unless and until Biogen, either alone or together with all Affiliates and Associates of Biogen, becomes the Beneficial Owner of 20% or more of the Common Stock then outstanding.”

2. Each party represents and warrants to the other party that it has full power and authority to execute and deliver this Amendment and to perform the transactions contemplated hereunder.

3. The terms and provisions of the Rights Agreement, as amended hereby, shall remain in full force and effect. All references to the “Rights Agreement” contained therein shall mean the Rights Agreement, as amended by this Amendment.

4. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed as of the date first written above.

TARGETED GENETICS CORPORATION

By:		/s/ Todd E. Simpson
Name: Title:		Todd E. Simpson Vice President, Chief Financial Officer and Secretary

MELLON INVESTOR SERVICES LLC

By:		/s/ Thomas L. Cooper
Name: Title:		Thomas L. Cooper Assistant Vice President