| | | |
| | | OMB APPROVAL |
| | |
| | OMB Number: 3235-0060 |
| | Expires: March 31, 2006 |
| | Estimated average burden hours per response ..... 28.0 |
EFFECTIVE AUGUST 23RD, 2004
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): April 21, 2005
EPIMMUNE INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-19591 | | 33-0245076 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
| 5820 Nancy Ridge Drive | | |
| San Diego, California | | 92121 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(858) 860-2500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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) |
| |
| þ | 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)) |
TABLE OF CONTENTS
| |
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On April 21, 2005, we entered into a second amendment to the share exchange agreement, dated March 15, 2005, and as amended by the first amendment thereto, dated March 15, 2005, with shareholders of Immuno-Designed Molecules, S.A., a société anonyme organized under the laws of France, or IDM.
Pursuant to the share exchange agreement, as amended by the first amendment thereto, subject to the terms and conditions set forth therein, we will acquire all of the outstanding share capital of IDM, with certain exceptions related to shares and a warrant held in French retirement accounts, in exchange for shares of our common stock, and IDM will become our subsidiary.
The second amendment to the share exchange agreement modifies the terms of the proposed reverse stock split to be effected by us in connection with the share exchange to provide that, subject to obtaining shareholder approval, we may effect a one-for-four, one-for-five or one-for-six reverse stock split of our common stock, with our board of directors to determine which ratio of reverse stock split that is approved by our stockholders, if any, to be effected. Additionally, under the second amendment to the share exchange agreement, we have modified the provision regarding adoption of an employee stock purchase plan for employees resident in France to provide that such a plan will be adopted and submitted for stockholder approval if mutually agreed by the parties, provided that we will not withhold our agreement if IDM has provided us a draft of the plan at least five business days in advance of the filing, if any, of the first amendment to our proxy statement for our 2005 annual meeting of stockholders.
Where You Can Find Additional Information About Our Proposed Combination with IDM
We will file a proxy statement concerning our proposed combination with IDM with the Securities and Exchange Commission, or SEC. Investors and security holders are advised to read the proxy statement related to the proposed transaction when it becomes available, because it will contain important information related to the transaction. Investors and security holders may obtain a free copy of the proxy statement (when it is available) and other documents we file with the SEC at the SEC’s website at http://www.sec.gov. The proxy statement and any other documents we file with the SEC may also be obtained free of charge from us by directing such request to our Secretary at the following address: 5820 Nancy Ridge Drive, San Diego, California 92121.
Information Concerning Participation in Epimmune’s Proxy Solicitation
We and IDM and our respective executive officers and directors may be deemed to be participants in the solicitation of proxies from our shareholders with respect to the proposed transaction between us and IDM. Information regarding our executive officers and directors is included in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2004. This document is available free of charge at the SEC’s website at http://www.sec.gov and from us at http://www.epimmune.com. Investors and security holders may obtain additional information about the interests of the respective executive officers and directors of us and IDM in the proposed transaction between us and IDM by reviewing the proxy statement related to the transaction once it has been filed with the SEC.
Forward-Looking Statements
The foregoing statements regarding the proposed transaction between us and IDM includes forward looking statements, which are subject to risks and uncertainties, including but not limited to the possibility that the proposed transaction with IDM may not ultimately close for any of a number of reasons, such as our not obtaining shareholder approval of the transaction or related matters; failure of holders of at least 95% of the outstanding stock of IDM to become parties to the definitive agreement; the possibility that IDM shareholders who have not become parties to the definitive agreement make an alternative bid regarding a transaction involving IDM to the IDM shareholders pursuant to rights under the shareholders agreement among the IDM shareholders and, if so, that the IDM shareholders accept that bid instead of the transaction with us; and the possibility that Nasdaq will not approve the listing of the combined company’s shares for trading on the Nasdaq National Market; and that, in the event the transaction is completed, the combination of us and IDM may not result in a stronger company, that the technologies
and clinical programs of the two companies may not be compatible and that the parties may be unable to successfully execute their integration strategies or realize the expected benefits of the transaction.
Item 9.01. Financial Statements and Exhibits.
| | 99.1 | Amendment No. 2 to the Share Exchange Agreement dated April 21, 2005. |
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.
| | | | | |
| | EPIMMUNE INC.
| |
| Date: April 21, 2005 | By: | /s/ ROBERT J. DE VAERE | |
| | | Robert J. De Vaere | |
| | | Vice President, Finance and Administration, Chief Financial Officer and Secretary | |
INDEX TO EXHIBITS
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Amendment No. 2 to the Share Exchange Agreement dated April 21, 2005. |
