As filed with the Securities and Exchange Commission on February 28, 2007.

 

UNITED STATES
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) February 28, 2007

 

MEDAREX, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

0-19312

 

22-2822175

(State of other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

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

Item 2.02

 

Results of Operations and Financial Condition

 

3

Item 9.01

 

Financial Statements and Exhibits.

 

4

Signature

 

5

 




Item 2.02.         Results of Operations and Financial Condition.

On February 28, 2007, Medarex, Inc. issued a press release to report the company’s financial results for the quarter and year ended December 31, 2006.  A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.  No additional information is included in this Current Report on Form 8-K.

The attached press release contains both GAAP and non-GAAP financial measures.  The non-GAAP financial measures included are Net loss and Net loss per share, basic and diluted.  These non-GAAP financial measures exclude the operations of Celldex Therapeutics, Inc., a majority-owned subsidiary of Medarex.  Celldex’s operations related primarily to the research, development and commercialization of therapeutic vaccines, which is outside the scope of Medarex’s core business operations.  As a result, in management’s view, the inclusion of the operations of Celldex are not necessarily indicative of, or directly attributable to, Medarex’s continuing results of operations.  Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures prepared in accordance with GAAP.

The information included in this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of, nor shall it be deemed incorporated by reference in, any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01       Financial Statements and Exhibits.

(c)           Exhibits.  The following material is filed as an exhibit to this Current Report on Form 8-K:

Exhibit

 

 

Number

 

 

99.1

 

Press Release issued February 28, 2007

 




 

SIGNATURE

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.

 

MEDAREX, INC.

 

Registrant

 

 

 

 

 

 

 

 

Date: February 28, 2007

By:

 

 /s/ Christian S. Schade

 

 

 

Christian S. Schade

 

 

 

Senior Vice President and Chief

Financial Officer

 

 




EXHIBIT INDEX

 

Exhibit
Number

 


Description

 

Page
Number

99.1

 

Press Release issued February 28, 2007