- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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) February 9, 2001
Commission File Number 0-23252
IGEN INTERNATIONAL, INC.
(Exact name of registrant)
Delaware 94-2852543
(State of organization) (I.R.S. Employer Identification No.)
16020 Industrial Drive, Gaithersburg Maryland 20877
(Address of principal executive offices and zip code)
(301) 869-9800
(Registrant's telephone Number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ITEM 5. OTHER EVENTS
On February 9, 2001, Acqua Wellington North American Equities Fund, Ltd.
("Acqua Wellington") and IGEN International, Inc. ("Company") executed an
agreement under which the Company may, from time to time and at its sole
discretion, present Acqua Wellington with draw down notices requiring Acqua
Wellington to purchase up to a certain specified amount of the Company's Common
Stock for each draw down request during the following 28 months, at a specified
discount to the market price, for an aggregate purchase price of $60 million. In
addition, the Company and Acqua Wellington also executed an agreement under
which the Company agreed to sell $3 million of the Company's Common Stock to
Acqua Wellington with closing on the sale expected to occur on February 12,
2001. All shares of the Company Common Stock to be sold to Acqua Wellington are
registered under our Registration Statement on Form S-3 (No. 333-53086).
ITEM 7. EXHIBITS.
Exhibit 10.1 Common Stock Purchase Agreement between IGEN International, Inc.
and Acqua Wellington North American Equities Fund, Ltd. dated as
of February 9, 2001 relating to the sale of $60 million of
Common Stock.
Exhibit 10.2 Common Stock Purchase Agreement between IGEN International, Inc.
and Acqua Wellington North American Equities Fund, Ltd. dated
February 9, 2001 relating to the sale of $3 million Common
Stock.
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
----------------------------
Samuel J. Wohlstadter
Chairman and Chief Executive Officer
Dated: February 9, 2001