As filed with the Securities and Exchange Commission on May 3, 2002.
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)
May 3, 2002 (March 31, 2002)
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-19312 22-2822175
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
707 State Road, Suite 206, 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)
MEDAREX, INC.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
Item 5. Other Events .............................................
Item 7. Financial Statements and Exhibits. .......................
Signature .............................................................
Item 5. Other Events.
Under the terms of the Medarex, Inc. (the "Company"), Executive
Deferred Compensation Plan established in 1999 (the "Plan"), Dr. Donald L.
Drakeman, the Company's President and Chief Executive Officer, received 782,134
phantom stock units in exchange for certain fully vested "in the money" stock
options held by Dr. Drakeman that were scheduled to expire in 1999. Commencing
in May 2002, the phantom stock units are scheduled to be settled 100% in shares
of the Company's common stock (the "Shares") in 12 equal quarterly installments.
In order to raise sufficient funds to cover the anticipated income tax
liability associated with the distribution of the Shares from the Plan, in March
2002, Dr. Drakeman established a trading plan under Rule 10b5-1(c) of the
Securities Exchange Act of 1934, as amended (the "Rule 10b5-1 Trading Plan").
Under the terms of Dr. Drakeman's Rule l0b5-1 Trading Plan, 48,883 Shares are to
be sold in the open market for the benefit of Dr. Drakeman during each of the
following months: May 2002; August 2002; November 2002; February 2003; and May
2003. Such Shares are to be sold at a price equal to the market price of the
Company's common stock on the date of sale. Dr. Drakeman's Rule 10b5-1 Trading
Plan terminates by its terms on May 15, 2003.
Item 7. 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 dated May 3, 2002
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: May 3, 2002 By: /s/Christian S. Schade
--------------------------------
Christian S. Schade
Senior Vice President and Chief
Financial Officer
2
EXHIBIT INDEX
Exhibit Page
Number Description Number
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99.1 Press release dated May 3, 2002.