As filed with the Securities and Exchange Commission on March 9, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
MEDAREX, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options To Purchase Common
Stock, par value $0.01 per share
(Title of Class of Securities)
583916101
(CUSIP Number of Class of Securities of Underlying Common Stock)
Irwin Lerner
Interim President and Chief Executive Officer
Medarex, Inc.
707 State Road
Princeton, New Jersey 08540
(609) 430-2880
(Name, address and telephone
number of person authorized to receive notices and
communications on behalf of filing person)
Copies to:
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W. Bradford Middlekauff, Esq. |
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Nancy H. Wojtas, Esq. |
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Senior Vice President, General Counsel, |
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Cooley Godward Kronish LLP |
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and Secretary |
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Five Palo Alto Square |
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Medarex, Inc. |
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3000 El Camino Real |
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707 State Road |
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Palo Alto, CA 94306-2155 |
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Princeton, New Jersey 08540 |
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(650) 843-5000 |
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(609) 430-2880 |
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CALCULATION OF REGISTRATION FEE
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Transaction Valuation* |
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Amount of Filing Fee* |
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Not Applicable |
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Not Applicable |
* No filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: Not applicable. |
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Filing Party: Not applicable. |
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Form or Registration No.: Not applicable. |
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Date Filed: Not applicable. |
x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:
o Third-party tender offer subject to Rule 14d-1.
x Issuer tender offer subject to Rule 13e-4.
o Going-private transaction subject to Rule 13e-3.
o Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
Attached is a third-party slide presentation regarding a proposed tender offer (the “Preliminary Communication”) pursuant to which Medarex, Inc. (“Medarex”) would offer to amend, at the election of the applicable current employee optionee, specified portions of certain stock options granted under certain Medarex stock option plans.
The Preliminary Communication does not constitute an offer.
At the time the tender offer has commenced, Medarex will provide eligible employee optionees with written materials explaining the official terms and conditions of the tender offer. Persons who are eligible to participate in the tender offer should read these written materials carefully when they become available because they will contain important information about the tender offer. Medarex will also file these written materials with the U.S. Securities and Exchange Commission (the “SEC”) as part of a tender offer statement upon the commencement of the tender offer. Medarex shareholders and optionees will be able to obtain these written materials and other documents filed by Medarex with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, shareholders and optionees may request a free copy of the tender offer statement and other documents related to the tender offer from Medarex when the documents become available following commencement of the tender offer.
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