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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED):
JULY 12, 2001
ANTIGENICS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-29089 06-1562417
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
630 FIFTH STREET, SUITE 2100
NEW YORK, NEW YORK 10111
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
(212) 332-4774
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 12, 2001, we completed our acquisition of Aronex Pharmaceuticals,
Inc. The acquisition was structured as a merger of a wholly-owned subsidiary of
Antigenics with and into Aronex pursuant to an Agreement and Plan of Merger
among Antigenics, Nasa Merger Corp. and Aronex dated as of April 23, 2001. The
merger was a tax-free reorganization and is being accounted for as a purchase.
As consideration for the merger, in exchange for each of their shares of
Aronex common stock, the stockholders of Aronex received (i) 0.0594 shares of
common stock, $.01 par value, of Antigenics and (ii) a contingent value right to
receive additional shares of Antigenics common stock in the event a certain
milestone is achieved on or before July 6, 2002. Cash is payable in lieu of any
fractional shares of Antigenics common stock otherwise issuable in the merger
for a price equal to the fraction times $17.41. All outstanding options and
warrants to purchase shares of Aronex common stock were automatically converted
into warrants and options to purchase Antigenics common stock at the exchange
ratio described above. Additionally, an outstanding $2.5 million note previously
convertible into shares of Aronex common stock is now convertible into shares of
Antigenics common stock at the exchange ratio described above.
The number of shares of Antigenics common stock delivered as the merger
consideration was determined through arms-length negotiation between the
parties. There was no material relationship between Aronex or its stockholders
and Antigenics or any of its affiliates, directors or officers, or any associate
of an Antigenics director or officer.
The assets acquired in the merger were used by Aronex in the business of
the identification and development of products to treat infectious diseases and
cancer. Antigenics intends that Aronex, as a wholly-owned subsidiary of
Antigenics, will operate in the same business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The following financial statements of Aronex Pharmaceuticals, Inc.,
including the report of independent public accountants Arthur Andersen LLP,
appear as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated
herein by reference:
Report of Independent Public Accountants; Consolidated Balance Sheets as of
December 31, 1999 and 2000; Consolidated Statements of Operations for the
Years ended December 31, 1998, 1999 and 2000, and the Period from Inception
(June 13, 1986) through December 31, 2000; Consolidated Statements of
Comprehensive Loss for the Years ended December 31, 1998, 1999 and 2000;
Consolidated Statements of Stockholders' Equity for the Period from
Inception
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(June 13, 1986) through December 31, 2000; Consolidated Statements of Cash
Flows for the Years ended December 31, 1998, 1999 and 2000, and the Period
from Inception (June 13, 1986) through December 31, 2000; Notes to
Consolidated Financial Statements; Unaudited Consolidated Balance Sheets as
of December 31, 2000 and March 31, 2001; Unaudited Consolidated Statements
of Operations for the Three Months Ended March 31, 2000 and March 31, 2001
and for the Period from Inception (June 13, 1986) through March 31, 2001;
Unaudited Consolidated Statements of Comprehensive Income for the Three
Months Ended March 31, 2000 and March 31, 2001; Unaudited Consolidated
Statements of Cash Flows for the Three Months Ended March 31, 2000 and
March 31, 2001 and for the Period from Inception (June 13, 1986) through
March 31, 2001; Unaudited Consolidated Statements of Stockholders' Equity
for the Three Months Ended March 31, 2001; Notes to Unaudited Consolidated
Financial Statements.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial
information appears as Exhibit 99.3 to this Current Report of Form 8-K and are
incorporated herein by reference:
Introduction to Unaudited Pro Forma Condensed Consolidated Financial
Information; Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 2001; Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the Year Ended December 31, 2000 and for the Three Months
Ended March 31, 2001; Notes to Unaudited Pro Forma Condensed Consolidated
Financial Data.
(c) Exhibits:
2.1 Agreement and Plan of Merger among Antigenics Inc., Nasa Merger Corp.
and Aronex Pharmaceuticals, Inc. dated as of April 23, 2001.
Previously filed as Exhibit 2.1 to Antigenics' Current Report on Form
8-K dated April 24, 2001 (Commission File No. 000-29089) and
incorporated herein by reference.
23.1 Consent of Arthur Andersen LLP. Filed herewith
99.1 Press release, dated July 12, 2001. Filed herewith.
99.2 Financial Statements of Aronex Pharmaceuticals, Inc., including report
of independent public accountants Arthur Andersen LLP. Filed herewith.
99.3 Unaudited Pro Forma Condensed Consolidated Financial Information of
Antigenics Inc. Filed herewith.
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SIGNATURES
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.
Date: July 26, 2001
By: /s/ Garo H. Armen, Ph.D.
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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., Nasa
Merger Corp. and Aronex Pharmaceuticals, Inc. dated as of
April 23, 2001. Previously filed as Exhibit 2.1 to
Antigenics' Current Report on Form 8-K dated April 24, 2001
(Commission File No. 000-29089) and incorporated herein by
reference.
23.1 Consent of Arthur Andersen LLP. Filed herewith
99.1 Press release, dated July 12, 2001. Filed herewith.
99.2 Financial Statements of Aronex Pharmaceuticals, Inc.,
including report of independent public accountants Arthur
Andersen LLP. Filed herewith.
99.3 Unaudited Pro Forma Condensed Consolidated Financial
Information of Antigenics Inc. Filed herewith.