-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJU9xKKI9Uc1gcdZei8tjxIM3ehJidqp12uoheppQznq+AgVCRj63rfEozACuHjJ q/u24lV0lRuL1F2Dc81L7Q== 0000950172-02-001041.txt : 20020517 0000950172-02-001041.hdr.sgml : 20020517 20020516202827 ACCESSION NUMBER: 0000950172-02-001041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020516 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNEX CORP /DE/ CENTRAL INDEX KEY: 0000719529 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 510346580 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12406 FILM NUMBER: 02655577 BUSINESS ADDRESS: STREET 1: 51 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2065870430 MAIL ADDRESS: STREET 1: 51 UNIVERSITY STREET CITY: SEATLE STATE: WA ZIP: 98101 8-K 1 s631970.txt 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 Date of Report (Date of earliest event reported): May 16, 2002 --------------------- IMMUNEX CORPORATION (Exact name of registrant as specified in its charter) Washington 0-12406 51-0346580 (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 51 University Street 98101 Seattle, Washington (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (206) 587-0430 N/A (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On May 16, 2002, Immunex Corporation held its Annual Meeting of Shareholders to vote on the proposed merger of AMS Acquisition Inc., a wholly-owned subsidiary of Amgen Inc., into Immunex Corporation pursuant to the Amended and Restated Agreement and Plan of Merger, dated December 16, 2001, by and among Amgen Inc., AMS Acquisition Inc. and Immunex Corporation. At the meeting, a majority of the outstanding shares of Immunex common stock entitled to vote were cast in favor of the merger proposal. A copy of the press release, dated May 16, 2002, announcing the results of the vote on the merger proposal is attached as exhibit 99.1 to this Report and is incorporated herein by reference. Item 7(c). Exhibits. See Exhibit Index. SIGNATURES 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. IMMUNEX CORPORATION /s/ Barry G. Pea ------------------------------- Date: May 16, 2002 Name: Barry G. Pea Title: Executive Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Number Document Description 99.1 Press release announcing shareholder approval of merger proposal. EX-99 3 s633149.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Robin Shapiro (media) May 16, 2002 206.389.4040 Mark Leahy (investors) 206.389.4363 IMMUNEX SHAREHOLDERS APPROVE PROPOSED MERGER WITH AMGEN INC. SEATTLE -- Immunex Corporation (Nasdaq: IMNX) announced today that its shareholders have voted to approve the merger agreement between Immunex and Amgen Inc. [NASDAQ: AMGN], the largest biotechnology company in the world. The closing of the merger remains subject to the approval of the Federal Trade Commission and other customary closing conditions. An overwhelming majority of the outstanding shares of Immunex common stock, were cast in favor of the proposed merger. As is customary, a certification of the votes will be conducted and is expected to be complete next week. Stockholders of Amgen earlier today approved the issuance of shares of Amgen common stock required to complete the merger. "We are very pleased with today's shareholder approval of our merger with Amgen," said Ed Fritzky, Immunex chairman and chief executive officer. "The strategic vision of the combined companies will expand future patient benefits by harnessing the significant resources, talents and assets of our companies." The company expects the merger to be completed in the second half of 2002 and could be completed as early as June 2002, although the exact timing cannot be predicted with certainty. Immunex Corporation is a leading biopharmaceutical company dedicated to improving lives through immune system science innovations. Note: Except for the historical information contained herein, this news release contains forward-looking statements that involve substantial risks and uncertainties. Among the factors that could cause actual results or timelines to differ materially are risks associated with research and clinical development, regulatory approvals, our supply capabilities and reliance on third-party manufacturers, product commercialization, competition, litigation and other risk factors listed from time to time in reports filed by Immunex with the Securities and Exchange Commission, including but not limited to risks described under the caption "Important Factors That May Affect Our Business, Our Results of Operation and Our Stock Price" within our most recently filed Form 10-Q. The forward-looking statements contained in this news release represent our judgment as of the date of this release. Immunex undertakes no obligation to publicly update any forward-looking statements. An electronic version of this news release-as well as additional information about Immunex of interest to investors, customer, future employees and patients-is available on the Immunex home page at www.immunex.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----