UNITED STATES
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
Date of report (Date of earliest event reported): February 22, 2005
The Medicines Company
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-31191 04-3324394
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8 Campus Drive
Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 656-1616
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 23, 2005, The Medicines Company (the "Company") announced its
financial results for the quarter and year ended December 31, 2004. The full
text of the press release issued in connection with the announcement is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On February 22, 2005, the Board of Directors (the "Board") of the Company
elected John P. Kelley to the Board. Mr. Kelley has been the Company's President
and Chief Operating Officer since December 1, 2004.
On February 22, 2005, James E. Thomas, a member of the Board since
September 1996, announced his resignation from the Board. Mr. Thomas was a
member of the Compensation Committee of the Board.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibit relating to Item 2.02 shall be deemed
to be furnished, and not filed:
99.1 Press Release dated February 23, 2005 entitled
"The Medicines Company Reports Fourth Quarter and
Year 2004 Financial Results."
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.
THE MEDICINES COMPANY
Date: February 23, 2005 By: /s/ Steven H. Koehler
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Steven H. Koehler
Senior Vice President and Chief
Financial Officer
Exhibit Index
Exhibit No. Description
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99.1 Press release dated February 23, 2005 entitled "The
Medicines Company Reports Fourth Quarter and Year 2004
Financial Results."