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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
NOVEMBER 16, 2000
ANTIGENICS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-29089 06-1562417
(State or other jurisdiction of (Commission file number) (IRS employer
incorporation or organization) identification number)
630 FIFTH STREET, SUITE 2100, NEW YORK, NY 10111
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 332-4774
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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On November 16, 2000, we completed our acquisition of Aquila
Biopharmaceuticals, Inc. The acquisition was structured as a merger of a wholly
owned subsidiary of Antigenics with and into Aquila pursuant to an Agreement and
Plan of Merger among Antigenics, St. Marks Acquisition Corp. and Aquila dated as
of August 18, 2000. The merger was a tax-free reorganization and is being
accounted for as a purchase. The Form 8-K originally filed on November 30, 2000
is being amended to incorporate by reference the historical financial statements
and related notes for the business acquired in the merger as well as to include
pro forma financial information of Antigenics Inc. giving effect to the merger.
(a) Financial Statements of Business Acquired.
The following financial statements of Aquila Biopharmaceuticals, Inc.,
including the report of independent accountants
PricewaterhouseCoopers, LLP, appear as Exhibit 99.2 to this Current
Report on Form 8-K/A and are incorporated herein by reference:
Report of Independent Accountants; Consolidated Statements of
Operations for each of the three years in the period ended December
31, 1999; Consolidated Balance Sheets as of December 31, 1999 and
1998; Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1999; Consolidated Statements
of Shareholders' Equity for each of the three years in the period
ended December 31, 1999; Notes to Financial Statements; Unaudited
Consolidated Balance Sheets as of September 30, 2000 and December 31,
1999; Unaudited Consolidated Statements of Operations and
Comprehensive Income for the nine month period ended September 30,
2000 and 1999; Unaudited Consolidated Statements of Cash Flows for the
nine month period ended September 30, 2000 and 1999; Notes to
Unaudited Interim Financial Statements.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial
statements appear as Exhibit 99.3 to this Current Report on Form 8-K/A
and are incorporated herein by reference:
Introduction to Unaudited Pro Forma Condensed Consolidated Financial
Information; Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2000; Unaudited Pro Forma Condensed Consolidated
Statements of Operations for the year ended December 31, 1999;
Unaudited Pro Forma Condensed Consolidated Statements of Operations
for the nine month period ended September 30, 2000; Notes to Unaudited
Pro Forma Condensed Consolidated Financial Information.
(c) Exhibits:
2.1 Agreement and Plan of Merger among Antigenics Inc., St. Marks
Acquisition Corp. and Aquila Biopharmaceuticals, Inc. dated as of
August 18, 2000. Previously filed as Exhibit 99.1 to Antigenics'
Current Report on Form 8-K dated August 18, 2000 (Commission File No.
0-29089) and incorporated herein by reference.
23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith.
99.1 Press release, dated November 17, 2000. Previously filed as the same
numbered exhibit to the initial filing of this report.
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99.2 Financial Statements of Aquila Biopharmaceuticals, Inc., including the
report of independent accountants PricewaterhouseCoopers LLP. Filed
herewith.
99.3 Unaudited Pro Forma Condensed Consolidated Financial Information of
Antigenics Inc. Filed herewith.
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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.
ANTIGENICS INC.
Dated: January 29, 2001 By: /s/ Garo H. Armen
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Garo H. Armen Ph.D., President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger among Antigenics Inc., St. Marks
Acquisition Corp. and Aquila Biopharmaceuticals, Inc. dated as of
August 18, 2000. Previously filed as Exhibit 99.1 to Antigenics'
Current Report on Form 8-K dated August 18, 2000 (Commission File
No. 0-29089) and incorporated herein by reference.
23.1 Consent of PricewaterhouseCoopers LLP. Filed herewith.
99.1 Press release, dated November 17, 2000. Previously filed as the
same numbered exhibit to the initial filing of this report.
99.2 Financial Statements of Aquila Biopharmaceuticals, Inc.,
including the report of independent accountants
PricewaterhouseCoopers LLP. Filed herewith.
99.3 Unaudited Pro Forma Condensed Consolidated Financial Information
of Antigenics Inc. Filed herewith.