- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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) January 11, 2000
Commission File Number 0-23252
IGEN INTERNATIONAL, INC.
(Exact name of registrant)
Delaware 94-2852543
(State of organization) (I.R.S. Employer Identification Number)
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 January 11, 2000, IGEN International, Inc. (the "Company") sold $35 million
in aggregate principal amount of 5% Subordinated Convertible Debentures due
2005. The Company also issued Warrants to purchase up to 282,258 shares of the
Company's common stock, par value $0.001 per share. The Convertible Debentures
are convertible into the Company's common stock at a conversion price of $31 per
share. A copy of the press release announcing the financing and a copy of the
Securities Purchase Agreement pursuant to which the Convertible Debentures and
Warrants were sold are filed herewith as exhibits.
ITEM 7. EXHIBITS
99.1 Press release dated January 12, 2000
99.2 Securities Purchase Agreement, dated as of January 11, 2000,
among IGEN International, Inc. and the Purchasers listed on
Schedule I thereto
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: January 12, 2000