UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
September 12, 2006
Date of Report (Date of earliest event reported)
AMGEN INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-12477 | 95-3540776 | ||
| (State or other jurisdiction incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer of Identification Number) | ||
| One Amgen Center Drive | ||||
| Thousand Oaks, CA | 91377-1799 | |||
| (Address of principal executive offices) | (Zip code) | |||
805-447-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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 CFR2 40.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On September 12, 2006, the Compensation and Management Development Committee of the Board of Directors (the “Compensation Committee”) of Amgen Inc. (the “Company”) approved the Third Amendment to the Amgen Retirement and Savings Plan (As Amended and Restated Effective as of January 1, 2006) (the “Plan”) by unanimous written consent. A description of the amendment follows below. The description of the amendment in this report is a summary of the amendment and is qualified in its entirety by the terms of the amendment.
Third Amendment to the Retirement and Savings Plan
The Third Amendment to the Plan memorializes the merger of the Retirement and Savings Plan of Amgen Fremont Inc. (the “Amgen Fremont 401(k)”) with and into the Plan.
The Company assumed sponsorship of the Amgen Fremont 401(k) effective upon the close of the acquisition of Abgenix, Inc. The Amgen Fremont 401(k) was frozen effective June 30, 2006, as the Amgen Fremont staff members became eligible to participate in the Plan effective July 1, 2006. After June 30, 2006, no new participants or contributions could be added to the Amgen Fremont 401(k).
The Third Amendment provides that (i) Plan and the Amgen Fremont 401(k) will merge effective October 2, 2006, (ii) the assets of the trust under the Amgen Fremont 401(k) shall be transferred to the trustee of the Plan as soon as administratively practicable after October 2, 2006, (iii) the Plan funds into which Amgen Fremont 401(k) account balances will be transferred, provides for the grandfathering of certain Amgen Fremont 401(k) loans, and (iv) generally provides that the benefits, rights and features of the Plan will apply to participants whose balances are transferred from the Amgen Fremont 401(k).
The form of this amendment is set forth with this report as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | Third Amendment to the Amgen Retirement and Savings Plan (As Amended and Restated Effective January 1, 2006) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMGEN INC. | ||||||||
| Date: September 14, 2006 | By: |
/s/ Brian McNamee | ||||||
| Name: |
Brian McNamee | |||||||
| Title: |
Senior Vice President, | |||||||
| Human Resources | ||||||||
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 10.1 | Third Amendment to the Amgen Retirement and Savings Plan (As Amended and Restated Effective January 1, 2006) |
Exhibit 10.1
THIRD AMENDMENT
TO THE
AMGEN RETIREMENT AND SAVINGS PLAN
The Amgen Retirement and Savings Plan (“Plan”), as amended and restated effective January 1, 2006, is hereby amended, effective as of October 2, 2006, unless provided otherwise herein, as follows:
| 1. | A new Appendix D is hereby added to the Plan in substantially the form attached hereto. |
| 2. | In all other respects not amended, the Plan is hereby ratified and confirmed. |
To record this Amendment to the Plan as set forth herein, Amgen Inc. has caused its authorized officer to execute this document this 14th day of September 2006.
| AMGEN INC. | ||
| By: | /s/ Brian McNamee | |
| Its: |
Senior Vice President, Human Resources | |
Appendix D
Provisions Relating to the Merger of the Retirement and Savings Plan
of Amgen Fremont Inc. into the Amgen Retirement and Savings Plan
| 1. | Introduction. The Abgenix 401(k) Retirement Plan was established by Abgenix Inc. (“Abgenix”) effective May 1, 1998 for the benefit of its eligible employees. On April 1, 2006, Amgen Inc. (the “Company”) merged with Abgenix and, in connection with the merger, the Company assumed sponsorship of the Abgenix 401(k) Retirement Plan, which was renamed the Retirement and Savings Plan of Amgen Fremont Inc. (the “Amgen Fremont Plan”). |
| 2. | Merger of the Amgen Fremont Plan. The Amgen Fremont Plan shall be merged into the Plan effective October 2, 2006 (the “Merger Date”), and shall be continued in the form of the Plan. The merger of the Amgen Fremont Plan into the Plan and the transfer of assets described in Paragraph 4 below shall be made in accordance with Code Sections 401(a)(12) and 414(l) and the regulations thereunder. |
| 3. | Participation. Each participant in the Amgen Fremont Plan employed by Amgen Fremont Inc. on June 30, 2006 became a Participant in the Plan on July 1, 2006. Each participant and beneficiary in the Amgen Fremont Plan on June 30, 2006, shall be referred to herein as a “Former Amgen Fremont Participant.” |
| 4. | Transfer of Assets. The assets of the trust under the Amgen Fremont Plan shall be transferred to the Trustee of the trust for the Plan, which serves as the funding vehicle for the Plan, on or as soon as administratively practicable after the Merger Date. |
| 5. | Transfer of Account Balances. All accounts maintained under the Amgen Fremont Plan shall be adjusted as of September 29, 2006, and the net credit balances in such accounts, as adjusted, shall be transferred to the Plan and credited to the corresponding accounts maintained for the Former Amgen Fremont Participants under the Plan according to the following mapping of investments: |
| Retirement and Savings Plan of Amgen Fremont Inc. Funds |
Amgen Retirement and Savings Plan Funds | |
| Schwab Institutional Money Market | Stable Value | |
| Schwab Short Term Bond Index | Stable Value | |
| Dreyfus Bond Market Index Inv. | Fidelity US Bond Index | |
| Vanguard 500 Index | Spartan US Equity Index (Advantage) | |
| Washington Mutual Investors R3 | Fidelity Equity-Income | |
| Hotchkis & Wiley Large Cap Value A | Fidelity Equity-Income | |
| Growth Fund of America R3 | Growth Fund of America R5 | |
| Dreyfus Mid Cap Index | Hotchkis & Wiley Mid Cap Value | |
| Schwab Small Cap Index Inv. | 50% Fidelity Small Cap Stock 50% Neuberger Berman Genesis Institutional | |
| Munder Small Cap Value A | Neuberger Berman Genesis Institutional | |
| Schwab International Index | 50% Morgan Stanley Institutional International Equity A 50% Fidelity Overseas | |
| Marisco Growth and Income | Growth Fund of America R5 | |
| Brokerage Window Assets | Fidelity Freedom Fund Default based on Age | |
Such balances, adjusted for subsequent earnings and losses, are referred to as “Former Amgen Fremont Accounts.”
| 6. | Vesting. Participants under the Amgen Fremont Plan were fully vested in their accounts under the Amgen Fremont Plan effective April 1, 2006. |
| 7. | Loans. All outstanding loans under the Amgen Fremont Plan shall be transferred to the Amgen Plan effective as of October 2, 2006. All residence loans, which were issued under the Amgen Fremont Plan prior to September 22, 2006 at 4:00 p.m. Eastern, for terms greater than twenty (20) years shall be grandfathered. All new loans made to Former Amgen Fremont Participants from the Plan shall be subject to the loan provisions of Article 10 of the Plan effective as of October 2, 2006. |
| 8. | Benefits, Rights, and Features. Unless provided otherwise herein this Appendix D, the Plan shall apply to all Former Amgen Fremont Participants, including the balances in their Former Amgen Fremont Accounts, effective October 2, 2006. |
| 9. | Transfer of Records. On or as soon as administratively practicable after the Merger Date, the plan administrator of the Amgen Fremont Plan shall transfer to the Plan Administrator of the Plan all administrative records maintained with respect to the Former Amgen Fremont Participants on September 29, 2006. |
| 10. | Use of Terms. Terms used in this Appendix D with respect to the Amgen Fremont Plan and the Plan shall, unless defined in this Appendix D, have the meanings of those terms as defined in the Amgen Fremont Plan or the Plan, as the case may be. All of the terms and provisions of the Plan shall apply to this Appendix D except that where the terms of the Plan and this Appendix D conflict, the terms of this Appendix D shall govern. |