As filed with the Securities and Exchange Commission on December 23, 2004.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
December 23, 2004 (December 23, 2004)
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
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New Jersey |
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0-19312 |
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22-2822175 |
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(State
of other jurisdiction |
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(Commission File Number) |
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(IRS
Employer |
707 State Road, Princeton, N.J. 08540-1437
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (609) 430-2880
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
MEDAREX, INC.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
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Item 2.06. Material Impairments.
On December 23, 2004, IDM SA, a privately held French biotechnology company (“IDM”), completed a private placement in which it sold shares of its equity securities at a price of $8.46 per share (based upon current exchange rates). As a result of the IDM private placement, Medarex, Inc.’s (the “Company”) ownership percentage of IDM was reduced to approximately 8%. In the event that the Company exercises certain warrants to purchase convertible or redeemable bonds and such bonds are converted or redeemed, the Company’s equity position in IDM would be approximately 23%. The per share price received by IDM in the private placement represents a decrease in the value of the IDM securities held by the Company as compared to the Company’s cost basis. As a result, the Company has concluded that it will record a non-cash investment impairment charge of approximately $7.0 million during the fourth quarter of 2004. If the Company deems its investment in IDM to be further impaired at the end of any future period, the Company may incur additional non-cash investment impairment charges on this investment.
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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.
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MEDAREX, INC. |
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Registrant |
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Date: December 23, 2004 |
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By: |
/s/ Christian S. Schade |
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Christian S. Schade |
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Senior Vice
President and Chief |
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