Table of Contents
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) — March 6, 2002
NORTHWEST BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-33393 | 94-3306718 | ||
(State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
21720 — 23rd Drive SE, Suite 100, Bothell, WA | 98021 |
(Address of principal executive offices) | (Zip Code) |
(425) 608-3000
Item 5. Other Events. | ||||||||
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 1 | ||||||||
EXHIBIT 2 |
Table of Contents
Item 5. Other Events.
On March 6, 2002, Northwest Biotherapeutics, Inc. announced that its Board of Directors adopted a Stockholder Rights Agreement. Under the Agreement each common stockholder of record at the close of business on March 4, 2002 will receive a dividend of one right for each share of Common Stock held. Each right entitles the holder to purchase from Northwest Biotherapeutics common stock at one-half of the then current value. A press release was issued to that effect. A complete text of the press release issued by Northwest Biotherapeutics and the Stockholder Rights Agreement dated as of March 6, 2002, are attached as exhibits to this document.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) | Exhibit 1 | Press Release, dated March 6, 2002, announcing adoption of the Stockholder Rights Plan. | ||
Exhibit 2 | Stockholder Rights Agreement, dated as of February 26, 2002, between Northwest Biotherapeutics, Inc. and Mellon Investor Services, as Rights Agent. |
2
Table of Contents
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 thereunto duly authorized.
NORTHWEST BIOTHERAPEUTICS, INC. | ||||
By: | /s/ Daniel O. Wilds | |||
Daniel O. Wilds | ||||
Title: | Chairman, President and Chief Executive Officer |
Dated: March 6, 2002
3
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
1 | Press Release, dated March 6, 2002, announcing adoption of the Stockholder Rights Plan. | |
2 | Stockholder Rights Agreement, dated as of February 26, 2002, between Northwest Biotherapeutics, Inc. and Mellon Investor Services, as Rights Agent. |
4