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): July 15, 2002
WYETH
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(Exact Name of registrant specified in its charter)
Delaware 1-1225 13-2526821
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(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
Five Giralda Farms
Madison, NJ 07940
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (973) 660-5000
Item 2. Acquisition or Disposition of Assets
Prior to July 15, 2002, Wyeth (the "Company" or the "Registrant") was the
beneficial owner of 223,378,088 shares of common stock, par value $0.01 per
share (the "Immunex Common Stock"), of Immunex Corporation, a Washington
corporation ("Immunex").
On July 15, 2002, Amgen Inc., a Delaware corporation ("Amgen"), announced the
closing of its acquisition of Immunex pursuant to the Amended and Restated
Agreement and Plan of Merger dated as of December 16, 2001 among Amgen, AMS
Acquisition Inc., a wholly-owned subsidiary of Amgen ("Merger Sub"), and
Immunex, as amended by the First Amendment to Amended and Restated Agreement and
Plan of Merger dated as of July 15, 2002 (the "Merger Agreement"). Pursuant to
the Merger Agreement, Immunex was merged with and into Merger Sub (the
"Merger"), with Merger Sub continuing as the surviving corporation and a
wholly-owned subsidiary of Amgen, and each share of Immunex Common Stock
outstanding at the effective time of the Merger was converted into the right to
receive 0.44 of a share of Amgen common stock, par value $0.0001 per share (the
"Amgen Common Stock"), and $4.50 in cash.
As a result of the Merger, the Company exchanged all of its shares of Immunex
Common Stock for 98,286,358 shares of Amgen Common Stock, representing
approximately 7.7% of Amgen's outstanding common stock, and $1.005 billion in
cash. The Amgen Common Stock that the Company received in the Merger is subject
to a Stockholders' Rights Agreement, dated as of December 16, 2001 (the
"Stockholders' Agreement"), by and among Amgen, the Company and two wholly-owned
subsidiaries of the Company. Pursuant to the Stockholders' Agreement, which
became effective upon the issuance of the Amgen Common Stock to the Company, the
Company and such wholly-owned subsidiaries agreed to certain standstill, voting,
lock-up and sale volume limitation provisions with respect to the Amgen Common
Stock received in the Merger. In addition, the Stockholders' Agreement grants
the Company certain shelf, demand and incidental registration rights covering
the registration of the resale of the Company's Amgen Common Stock. The Merger
Agreement and Stockholders' Agreement are listed as Exhibits 2.1, 2.2 and 99.1
to this Current Report and the foregoing description of such documents and the
transactions contemplated therein is qualified in its entirety by reference to
such exhibits.
Concurrently with the execution of the Merger Agreement, Amgen, Immunex and the
Company entered into an Amended and Restated Promotion Agreement (the "Promotion
Agreement"), dated as of December 16, 2001, to amend and restate an existing
long-term agreement between the Company and Immunex for the promotion of
Enbrel(R), a biological treatment for rheumatoid arthritis. The principal
operative terms of the Promotion Agreement became effective in connection with
the Merger on July 15, 2002. Pursuant to the Promotion Agreement, among other
things, the Company and Amgen will jointly market and sell Enbrel(R) to all
appropriate customer segments in the United States and Canada for all approved
indications other than oncology. The rights to promote Enbrel(R) in the United
States and Canada for oncology indications are reserved by Amgen. The Promotion
Agreement is listed as Exhibit 99.2 to this Current Report and the foregoing
description of such document and the transactions contemplated therein is
qualified in its entirety by reference to such exhibit.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
December 16, 2002, by and among Amgen, AMS Acquisition Inc. and
Immunex (filed as Annex A to Amendment No. 1 to Amgen's
Registration Statement on Form S-4 (File No. 333-81832) on March
22, 2002 and incorporated herein by reference)
2.2 First Amendment to Amended and Restated Agreement and Plan of
Merger dated as of July 15, 2002, by and among Amgen, AMS
Acquisition Inc. and Immunex (filed as Exhibit 2.2 to
Post-Effective Amendment No. 1 to Amgen's Registration Statement
on Form S-4 (File No. 333-81832) on July 15, 2002 and
incorporated herein by reference)
99.1 Stockholders' Rights Agreement, dated as of December 16, 2001, by
and among Amgen, the Company, MDP Holdings, Inc. and Lederle
Parenterals, Inc. (filed as Annex C to Amendment No. 1 to Amgen's
Registration Statement on Form S-4 (File No. 333-81832) on March
22, 2002 and incorporated herein by reference)
99.2 Amended and Restated Promotion Agreement, dated as of December
16, 2001, by and between Immunex, the Company and Amgen Inc.
(filed as Exhibit 10.1 to Amgen's Registration Statement on Form
S-4 (File No. 333-81832) on January 31, 2002 and incorporated
herein by reference)
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.
WYETH
By: /s/ Jack M. O'Connor
Name: Jack M. O'Connor
Title: Vice President and Treasurer
Date: July 29, 2002