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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) FEBRUARY 6, 2001
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Commission File Number 0-23252
IGEN INTERNATIONAL, INC.
(Exact name of registrant)
DELAWARE 94-2852543
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(State of organization) (I.R.S. Employer
Identification No.)
16020 INDUSTRIAL DRIVE, GAITHERSBURG MARYLAND 20877
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(Address of principal executive offices and zip code)
(301) 869-9800
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(Registrant's telephone Number)
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ITEM 5. OTHER EVENTS
On February 6, 2001, IGEN International, Inc. ("IGEN" or "the Company")
received notice that Brown Simpson Strategic Growth Fund L.P. ("Brown Simpson")
initiated a shareholder derivative suit for and on behalf of the shareholders of
IGEN in the Circuit Court for Montgomery County, Maryland (Case No. 218263V)
(the "Complaint") against four of the Company's current directors, two former
directors, three executive officers, and the Company as a nominal defendant. In
the Complaint Brown Simpson, stating that it holds 100 shares of common stock in
the Company, alleges breaches of fiduciary duties by the named individual
defendants in connection with transactions between the Company and other
entities in which certain directors and officers are alleged to have an
interest, including its Meso Scale Diagnostics LLC joint venture.
In 2000, the Board of Directors established an independent committee to
evaluate substantially similar issues as those raised in the Complaint. The
Complaint seeks principally the following: that the named defendants hold in
trust and be required to account for and restore to the Company alleged damages
that IGEN has allegedly sustained by reason of the allegations; and relief
relating to board and management composition. The Complaint does not include any
claims against IGEN.
The Company believes that the claims are wholly without merit, that
meritorious defenses are available and that there is every intention to
vigorously contest and defend against these claims. Further, the Company intends
to assert all of its legal rights in this matter, including all counterclaims.
In the opinion of management, this lawsuit will not have a material adverse
effect on the Company. The foregoing are forward looking statements, and there
can be no assurances that the defendants will prevail in this litigation.
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 hereunto duly authorized.
IGEN INTERNATIONAL, INC.
By: /s/ Samuel J. Wohlstadter
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Samuel J. Wohlstadter
Chairman and Chief Executive Officer
Dated: February 9, 2001