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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported)
February 21, 1995
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Amgen Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-12477 95-3540776
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1840 Dehavilland Drive, Thousand Oaks, California 91320-1789
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(805) 447-1000
--------------
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. OTHER EVENTS
------------
On February 21, 1995, Amgen Inc. (the "Company") amended its
Rights Agreement dated as of January 24, 1989 by and between the
Company and American Stock Transfer & Trust Company, as Rights
Agent, as amended. Copies of the amendment and the press release
announcing the amendment are attached hereto as Exhibits 7.1 and
7.2, respectively, and are incorporated herein by reference.
Item 7. EXHIBITS
--------
7.1 Third Amendment to Rights Agreement between Amgen Inc.
and American Stock Transfer & Trust Company
7.2 Press Release issued by Amgen Inc. dated
February 21, 1995
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.
Amgen Inc.
--------------------------------------
(Registrant)
March 6, 1995 /s/ Robert S. Attiyeh
---------------------- ---------------------------------
(Date) (Signature)
Robert S. Attiyeh
Senior Vice President,
Finance and Corporate Development,
and Chief Financial Officer
EXHIBIT 7.1
THIRD AMENDMENT TO RIGHTS AGREEMENT
-----------------------------------
AMENDMENT, dated as of February 21, 1995, to the Rights
Agreement, dated as of January 24, 1989, between Amgen Inc., a
Delaware corporation (the "Company"), and American Stock Transfer
& Trust Company, as Rights Agent (the "Rights Agent"), as amended
by the First Amendment to Rights Agreement, dated as of January
22, 1991, between the Company and the Rights Agent and the Second
Amendment to Rights Agreement, dated as of April 2, 1991, between
the Company and the Rights Agent (as so amended, the "Rights
Agreement").
RECITALS
--------
The Company and the Rights Agent have heretofore executed
and entered into the Rights Agreement. Pursuant to Section 27 of
the Rights Agreement, the Company and the Rights Agent may from
time to time supplement or amend the Rights Agreement. All acts
and things necessary to make this Amendment a valid agreement,
enforceable according to its terms, have been done and performed,
and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects duly authorized by
the Company and the Rights Agent.
AGREEMENT
---------
In consideration of the foregoing and the mutual agreements
set forth herein, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby
modified and amended by deleting the percentage "15%" in each of
the first and second (including the proviso thereto) sentences
thereof and substituting the percentage "10%" therefor.
2. Section 1 of the Rights Agreement is hereby further
modified and amended by deleting paragraph (e) thereof in its
entirety, by adding the following paragraph in the proper
location:
"Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended."
and by relettering paragraphs (f) through (n) accordingly.
3. (a) Section 3(a) of the Rights Agreement is hereby
modified and amended by deleting the percentage "15%" in the
first sentence thereof and substituting the percentage "10%"
therefor. The Form of Right Certificate attached hereto as
Exhibit A shall be substituted for the Form of Right Certificate
attached as Exhibit A to the Rights Agreement and referred to in
Section 3(a) thereof.
(b) The Summary of Rights to Purchase Common Shares
attached hereto as Exhibit B shall be substituted for the Summary
of Rights to Purchase Common Shares attached as Exhibit B to the
Rights Agreement and referred to in Section 3(b) thereof.
4. Section 23(b) of the Rights Agreement is hereby modified
and amended to read in its entirety as follows:
(b) The Board of Directors of the Company may, at its
option, at any time prior to the earliest of (i) the Shares
Acquisition Date; or (ii) the Final Expiration Date, redeem
all but not less than all the then outstanding Rights at a
redemption price of $.01 per Right, appropriately adjusted
to reflect any stock split, stock dividend or similar
transaction occurring after January 24, 1989 (such
redemption price being hereinafter referred to as the
"Redemption Price"), and the Company may, at its option, pay
the Redemption Price in Common Shares (based on the "current
per share market price," as defined in Section 11(d) hereof,
of the Common Shares at the time of redemption), cash or any
other form of consideration deemed appropriate by the Board
of Directors. The redemption of the Rights by the Board of
Directors may be made effective at such time, on such basis
and subject to such conditions as the Board of Directors in
its sole discretion may establish. Notwithstanding anything
contained in this Agreement to the contrary, the Rights
shall not be exercisable pursuant to Section 11(a)(ii)
hereof prior to the expiration or termination of the
Company's right of redemption hereunder.
5. Section 27 of the Rights Agreement is hereby modified
and amended by deleting the second sentence thereof.
6. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions of this
Amendment, and the Rights Agreement, shall remain in full force
and effect and shall in no way be affected, impaired or
invalidated.
7. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes
shall be governed by and construed in accordance with the laws of
such State applicable to contracts to be made and performed
entirely within such State.
8. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
-2-
9. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and
delivering this Amendment, the Rights Agent shall be entitled to
all the privileges and immunities afforded to the Rights Agent
under the terms and conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the date and year first
above written.
AMGEN INC.
/s/ Thomas E. Workman, Jr.
----------------------------
Name: Thomas E. Workman, Jr.
Title: Vice President,
Secretary and General Counsel
AMERICAN STOCK TRANSFER &
TRUST COMPANY
/s/ Herbert J. Lemmer
----------------------------
Name: Herbert J. Lemmer
Title: Vice President,
Legal Counsel
-3-
EXHIBIT A
-----------
Form of Right Certificate
Certificate No.R- _______________Rights
NOT EXERCISABLE AFTER JANUARY 24, 1999 OR EARLIER IF
NOTICE OF REDEMPTION IS GIVEN OR IF EXCHANGE OCCURS.
THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT
(SUBJECT TO ADJUSTMENT FOR CERTAIN EVENTS OCCURRING
AFTER JANUARY 24, 1989) AND TO EXCHANGE ON THE TERMS
SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
AMGEN INC.
This certifies that ______________________, or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Rights Agreement,
dated as of January 24, 1989, between Amgen Inc., a Delaware
corporation (the "Company"), and American Stock Transfer & Trust
Company (the "Rights Agent"), as amended by the First Amendment
to Rights Agreement, dated as of January 22, 1991, between the
Company and the Rights Agent, by the Second Amendment to Rights
Agreement, dated as of April 2, 1991, between the Company and the
Rights Agent, and by the Third Amendment to Rights Agreement,
dated as of February 21, 1995, between the Company and the Rights
Agent (as so amended, the "Rights Agreement"), to purchase from
the Company at any time after the Distribution Date (as such term
is defined in the Rights Agreement) and prior to 5:00 P.M., New
York City time, on January 24, 1999 at the office of the Rights
Agent designated for such purpose, or at the office of its
successor as Rights Agent, one fully paid, non-assessable share
of Common Stock, par value $.0001 per share (the "Common
Shares"), of the Company, at a purchase price of $480 per Common
Share (the "Purchase Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly
executed. The number of Rights evidenced by this Right
Certificate (and the number of Common Shares which may be
purchased upon exercise hereof) set forth above, and the Purchase
Price set forth above, are the number and Purchase Price as of
April 2, 1991, based on the Common Shares as constituted at such
date.
As provided in the Rights Agreement, the Purchase Price and
the number of Common Shares which may be purchased upon the
exercise of the Rights evidenced by this Right Certificate are
subject to modification and adjustment upon the happening of
certain events.
A-1
This Right Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, as amended
from time to time, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations,
duties and immunities hereunder of the Rights Agent, the Company
and the holders of the Right Certificates. Copies of the Rights
Agreement are on file at the principal executive offices of the
Company and the above-mentioned offices of the Rights Agent.
This Right Certificate, with or without other Right
Certificates, upon surrender at the office of the Rights Agent
designated for such purpose, may be exchanged for another Right
Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like
aggregate number of Common Shares as the Rights evidenced by the
Right Certificate or Right Certificates surrendered shall have
entitled such holder to purchase. If this Right Certificate
shall be exercised in part, the holder shall be entitled to
receipt upon surrender hereof another Right Certificate or Right
Certificates for the number of whole Rights not exercised.
Subject to the provision of the Rights Agreement, the Rights
evidenced by this Right Certificate (i) may be redeemed by the
Company at a redemption price of $.01 per Right, subject to
adjustment for certain events after January 24, 1989, or (ii) may
be exchanged in whole or in part for Common Shares.
No fractional Common Shares will be issued upon the exercise
of any Right or Rights evidenced hereby, but in lieu thereof a
cash payment will be made, as provided in the Rights Agreement.
No holder of this Right Certificate shall be entitled to
vote or receive dividends or be deemed for any purpose the holder
of the Common Shares or of any other securities of the Company
which may at any time be issuable on the exercise hereof, nor
shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in
the Rights Agreement), or to receive dividends or subscription
rights, or otherwise, until the Right or Rights evidenced by this
Right Certificate shall have been exercised as provided in the
Rights Agreement.
This Right Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights
Agent.
A-2
WITNESS the facsimile signature of the proper officers of
the Company and its corporate seal. Dated as of ___________,
19_____.
ATTEST: AMGEN INC.
By:____________________ By:____________________
Title__________________
Countersigned:
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent
By:______________________________
Authorized Signature
A-3
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such holder
desires to transfer the Right Certificate.)
FOR VALUE RECEIVED_______________hereby sells, assigns and
transfers unto__________________________________________________
(Please print name and address of transferee)
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this Right Certificate, together with right, title and interest
therein, and does hereby irrevocably constitute and
appoint_________________________Attorney, to transfer the within
Right Certificate on the books of the within-named Company, with
full power of substitution.
Dated:________________________, 19_______
__________________________________
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States.
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CERTIFICATION
-------------
The undersigned hereby certifies that the Rights evidenced
by this Right Certificate are not beneficially owned by an
Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement).
___________________________________
Signature
A-4
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
----------------------------
(To be executed if holder
desires to exercise the
Right Certificate.)
To AMGEN INC.:
The undersigned hereby irrevocably elects to exercise
________ Rights represented by this Right Certificate to
purchase the Common Shares issuable upon the exercise of such
Rights and requests that certificates for such Common Shares be
issued in the name of:
Please insert social security
or other identifying number:___________________________
-----------------------------------------------------------------
(Please print name and address)
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If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to :
Please insert social security or other identifying
number:___________________________
-----------------------------------------------------------------
(Please print name and address)
-----------------------------------------------------------------
Dated:_____________________, 19 _____
----------------------------------
Signature
Signature Guaranteed:
Signatures must be guaranteed by a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States.
A-5
Form of Reverse Side of Right Certificate -- continued
-----------------------------------------------------------------
CERTIFICATION
-------------
The undersigned hereby certifies that the Rights evidenced
by this Right Certificate are not beneficially owned by an
Acquiring Person or an Affiliate or Associate thereof (as defined
in the Rights Agreement).
-----------------------------
Signature
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NOTICE
------
The signature in the Form of Assignment or Form of Election
to Purchase, as the case may be, must conform to the name as
written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change
whatsoever.
In the event the certification set forth above in the Form
of Assignment or the Form of Election to Purchase, as the case
may be, is not completed, the Company and the Rights Agent will
deem the beneficial owner of the Rights evidenced by this Right
Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement) and such
Assignment or Election to Purchase will not be honored.
A-6
EXHIBIT B
---------
SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES
AS AMENDED THROUGH FEBRUARY 21, 1995
On January 24, 1989, the Board of Directors of Amgen Inc.
(the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, par
value $.0001 per share (the "Common Shares"), of the Company.
The dividend was paid on February 8, 1989 (the "Record Date") to
the stockholders of record on that date, and a Right accompanied
each Common Share issued after that date. Each Right entitles
the registered holder to purchase from the Company one Common
Share of the Company, at a price of $480 per Common Share (the
"Purchase Price"), subject to adjustment for certain events
occurring after April 2, 1991. The description and terms of the
Rights are set forth in a Rights Agreement, as amended by a First
Amendment to Rights Agreement, dated as of January 22, 1991, by a
Second Amendment to Rights Agreement, dated as of April 2, 1991,
and by a Third Amendment to Rights Agreement, dated as of
February 21, 1995 (as so amended, the "Rights Agreement"),
between the Company and American Stock Transfer & Trust Company,
as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person, entity or group of affiliated or
associated persons (an "Acquiring Person") have acquired
beneficial ownership of 10% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time
as any person or entity becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would
result in the beneficial ownership by a person or group of 10% or
more such outstanding Common Shares (the earlier of such dates
being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached
thereto.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new
issuance of Common Shares, will contain a notation incorporating
the Rights Agreement by reference. Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares
outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
B-1
The Rights are not exercisable until the Distribution Date.
The Rights will expire on January 24, 1999 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed by the Company, in each case, as
described below.
The Purchase Price payable, and the number of Common Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time after April 2,
1991 to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of
certain rights or warrants to subscribe for or purchase Common
Shares at a price, or securities convertible into Common Shares
with a conversion price, less than the then current market price
of the Common Shares or (iii) upon the distribution to holders of
the Common Shares of evidences of indebtedness or assets
(excluding regular periodic cash dividends paid out of earnings
or retained earnings or dividends payable in Common Shares) or of
subscription rights or warrants (other than those referred to
above). The exercise of Rights for Common Shares is at all times
subject to the availability of a sufficient number of authorized
but unissued Common Shares.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will have the right to receive
upon exercise that number of Common Shares having a market value
of two times the Purchase Price of the Right (or, if such number
of shares is not authorized, the Company may issue cash, debt,
stock, or a combination thereof in exchange for the Rights).
This right will terminate 60 days after the date on which the
Rights become nonredeemable (as described below), unless there is
an injunction or similar obstacle to exercise of the Rights, in
which event this right will terminate 60 days after the Rights
again become exercisable.
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Right.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 10%
or more of the outstanding Common Shares and prior to the
acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person
or group which have become void), in whole or in part, at an
exchange ratio of one Common Share per Right (or, if the number
of shares is not authorized, the Company may issue cash, debt,
stock or a combination thereof in exchange for the Rights),
subject to adjustment.
B-2
With certain exception, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Common Shares will be issued and in lieu thereof, an adjustment
in cash will be made based on the market price of the Common
Shares on the last trading day prior to the date of exercise.
At any time prior to the earliest of (i) the day of the
first public announcement that a person has become an Acquiring
Person; or (ii) the Final Expiration Date, the Board of Directors
of the Company may redeem the Rights in whole, but not in part,
at a price of $.01 per Right, subject to adjustment for certain
events occurring after January 24, 1989 (the "Redemption Price").
Following the expiration of these periods, the Rights become
nonredeemable.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission ("SEC") as an Exhibit to a
Current Report on Form 8-K dated January 24, 1989, a copy of the
First Amendment to Rights Agreement has been filed with the SEC
as an Exhibit to a Current Report on Form 8-K dated January 22,
1991, a copy of the Second Amendment to Rights Agreement has been
filed with the SEC as an Exhibit to a current report on Form 8-K
dated April 2, 1991 and a copy of the Third Amendment to Rights
Agreement has been filed with the SEC as an Exhibit to a current
report on Form 8-K dated February 21, 1995. Copies of the Rights
Agreement, the First Amendment to Rights Agreement, the Second
Amendment to Rights Agreement and the Third Amendment to Rights
Agreement are available free of charge by writing to: Corporate
Secretary, Amgen Inc., 1840 DeHavilland Drive, Thousand Oaks,
California 91320. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated
herein by reference.
B-3
EXHIBIT 7.2
[LOGO]
NEWS RELEASE
[AMGEN NEWS RELEASE LETTERHEAD]
AMGEN AMENDS COMMON STOCK
PURCHASE RIGHTS AGREEMENT
Investor Contact: Media Contact:
---------------- --------------
Sarah H. Crampton David Kaye
Director, Investor Relations and Manager, Product
Corporate Communications Communications
(805) 447-1659 (805) 447-6692
FOR IMMEDIATE RELEASE
THOUSAND OAKS, Calif., February 21, 1995 -- Amgen today announced
that its Board of Directors has adopted amendments to its Common
Stock Purchase Rights Agreement. The amendments are effective
immediately.
The amendment reduces from 15 percent to 10 percent the stock
ownership threshold at which the rights "flip-in". Once the
"flip-in" provision is triggered, current stockholders have the
right to buy Amgen stock at one-half the market price. As
amended, the rights, which are not currently exercisable, would
become exercisable only if a person or group acquires 10 percent
or more of Amgen's stock or announces a tender offer for 10
percent or more of its stock. Currently no stockholder owns more
than 5 percent of Amgen's stock.
The second amendment eliminates the Board's authority to redeem
the rights once a person or group acquires 10 percent or more of
Amgen stock. Therefore, the rights will now become automatically
exercisable upon the future acquisition of 10 percent or more of
Amgen's stock by any person or group. Prior to the amendment,
the rights could be redeemed during the 20 day period following a
person or group crossing the relevant threshold.
The Rights Agreement is not being amended in response to any
specific effort to acquire control of Amgen. Rather, the amended
Rights Agreement is intended to ensure that all Amgen
stockholders receive fair and equal treatment in the event of any
proposed takeover of Amgen. It also guards against partial
tender offers, open market accumulations of 10 percent or more,
and other abusive tactics to gain control of Amgen without
negotiating with the Board of Directors.
-MORE-
AMGEN AMENDS COMMON STOCK PURCHASE RIGHTS AGREEMENT
Page 2 of 2
"Although we have received no overtures concerning an
acquisition, given the recurrent takeover rumors involving Amgen
and the recent volatility of the stock caused by such rumors, the
Board of Directors believes that the amendments will enhance the
ability of the Board to protect stockholder value. The Board of
Directors today also reaffirmed its earlier determination that
the best way to deliver stockholder value is for Amgen to pursue
its long-term business plan as an independent entity," said
Gordon M. Binder, chairman of the board and chief executive
officer of Amgen.
Amgen (NASDAQ:AMGN) is a global biotechnology company that
discovers, develops, manufactures and markets human therapeutics
based on advanced cellular and molecular biology.
# # #