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:
October 29, 2003
(Date of earliest event reported)
ABGENIX, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 000-24207 |
| 94-3248826 |
(State or other |
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| 6701 Kaiser Drive |
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| (Address of principal executive offices) (Zip Code) |
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| (510)-284-6500 |
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| Registrant’s telephone, including |
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Item 5. Other Events
On October 29, 2003, Abgenix, Inc. (“Abgenix”) issued a press release announcing the consummation of the previously announced issuance to AstraZeneca UK Limited (“AstraZeneca”) of $100 million of Abgenix convertible preferred stock pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of October 15, 2003, and the consummation of a previously announced Collaboration and License Agreement with AstraZeneca (the “Collaboration Agreement”) also dated as of October 15, 2003.
A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.
Amendment to Abgenix Rights Plan
Pursuant to the Purchase Agreement, Abgenix has amended its Amended and Restated Preferred Shares Rights Agreement (the “Rights Plan”) to prevent AstraZeneca from becoming an “Acquiring Person” for purposes of the Rights Plan as a result of (i) its acquisition of securities of Abgenix pursuant to the Purchase Agreement; (ii) the beneficial ownership by AstraZeneca and its affiliates of the common stock of Abgenix (the “Common Stock”) issuable upon conversion of the securities issued pursuant to the Purchase Agreement; or (iii) the mandatory conversion at the option of Abgenix of the securities issued pursuant to the Purchase Agreement into shares of Common Stock. Abgenix has agreed to keep the foregoing Rights Plan amendment in place for the period designated in the Purchase Agreement (the “Standstill Period”), provided that Abgenix’s obligation to keep the Rights Plan amendment in place shall lapse if AstraZeneca breaches its standstill obligations in the Purchase Agreement. Abgenix has agreed to continue to keep the Rights Plan amendment in place after the termination of the Standstill Period for so long as AstraZeneca does not acquire voting securities of Abgenix that would cause AstraZeneca’s level of ownership to exceed that in effect on the date of the termination of the Standstill Period.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit |
| Description |
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99.1 |
| Press Release dated October 29, 2003 |
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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.
| ABGENIX, INC. | ||
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Dated: October 29, 2003 | By: | /s/ Raymond M. Withy, Ph.D. |
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| President and Chief Executive Officer |
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EXHIBIT INDEX
EXHIBIT |
| DESCRIPTION |
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99.1 |
| Press Release dated October 29, 2003 |
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