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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
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Date of report (Date of earliest event reported):
SEPTEMBER 26, 2000
ABGENIX, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-24207 94-3248826
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
7601 Dumbarton Circle, Fremont, California 94555
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(Address of principal executive offices) (Zip Code)
(510) 608-6500
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(Registrant's telephone number, including area code)
Not applicable.
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
ACQUISITION OF IMMGENICS PHARMACEUTICALS INC.
On September 26, 2000, Abgenix, Inc., a Delaware corporation,
issued a press release announcing a definitive agreement whereby Abgenix, Inc.
will acquire ImmGenics Pharmaceuticals Inc. for an aggregate consideration of
approximately $77 million payable in shares of common stock of Abgenix, Inc.
pursuant to the terms and subject to the conditions thereof. The press release
has been filed as an exhibit to this Current Report on Form 8-K, attached hereto
as Exhibit 99.1.
CAUTIONARY STATEMENT
Statements made in the press release about Abgenix's
technology, product development activities and collaborative arrangements other
than statements of historical fact, are forward looking statements and are
subject to a number of uncertainties that could cause actual results to differ
materially from the statements made, including risks associated with the success
of clinical trials, the progress of research and product development programs,
the regulatory approval process, competitive products, future capital
requirements and the extent and breadth of Abgenix's patent portfolio. Please
see Abgenix' public filings with the Securities and Exchange Commission (SEC)
for information about risks that may affect Abgenix.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
The following exhibit is part of this Current Report on Form
8-K and is numbered in accordance with Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued on September 26, 2000 by Abgenix, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly authorized.
ABGENIX, INC.
(Registrant)
Date: October 26, 2000 By: /s/ R. Scott Greer
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R. Scott Greer
President and Chief Executive Officer
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this
exhibit index immediately precedes the exhibit.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release issued on September 26, 2000 by Abgenix, Inc.
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