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Filing
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 22, 2006
ADVENTRX Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-15803 | 84-1318182 | ||
(State or Other Jurisdiction | (Commission File No.) | (IRS Employer Identification No.) | ||
of Incorporation) |
6725 Mesa Ridge Road, Suite 100
San Diego, CA 92121
(Address of Principal Executive Offices and Zip Code)
San Diego, CA 92121
(Address of Principal Executive Offices and Zip Code)
N/A
(Former name or former address if changed since last report)
(Former name or former address if changed since last report)
Registrants telephone number, including area code: (858) 552-0866
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:
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 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01. Entry into a Material Definitive Agreement.
In connection with the appointment of Jack Lief to the board of directors (the Board) of Adventrx
Pharmaceuticals, Inc. (the Company), the Company entered into that certain First Amendment to
Rights Agreement, dated September 22, 2006 (the Amendment), with the Icahn Purchasers (as defined
in the Amendment). The Amendment modified that certain Rights Agreement, with an effective date
of July 27, 2005 (the Agreement), among the Company and the Purchasers (as defined in the
Agreement) pursuant to which the Company agreed to set the authorized number of directors
constituting the Board at 6 and to not change such number. As set forth in the Amendment, the
Board may set the authorized number of directors constituting the Board at 7 if the vacancy created
by such action is filled by Jack Lief; provided, however, that, if at any time there are
then seven members of the Board and one of such members is removed or resigns, retires or dies and
the Purchaser Designee, if any, does not approve a successor, the Company agrees to do those things
reasonably necessary and within its control to, as soon as reasonably practicable after the
effective date of such removal, resignation, retirement or death, set the authorized number of
Board directors at six. A complete copy of the Amendment is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
The Icahn Purchasers hold approximately 11% of the Companys outstanding common stock and Keith
Meister, a member of the Board, is affiliated with the Icahn Purchasers and is the Purchaser
Designee.
For additional details regarding the appointment of Mr. Lief to the Board, please see the
disclosures under Item 5.02 below.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On September 22, 2006, the Company issued a press release announcing the appointment of Mr. Lief to
the Board, which appointment was effective as of September 22, 2006. A copy of this press release
is furnished as Exhibit 99.1 hereto. It is anticipated that Mr. Lief will be appointed to one or
more committees of the Board, though no formal decision has yet been made.
Mr. Lief is a co-founder and since April 1997 has served as President, Chief Executive Officer and
a member of the board of directors of Arena Pharmaceuticals, Inc., a clinical-stage
biopharmaceutical company focused on the discovery, development and commercialization of small
molecule drugs targeting G protein-coupled receptors. From 1995 to April 1997, Mr. Lief served as
an advisor and consultant to numerous biopharmaceutical organizations. From 1989 to 1994, Mr. Lief
served as Senior Vice President, Corporate Development and Secretary of Cephalon, Inc., a
biopharmaceutical company. From 1983 to 1989, Mr. Lief served as Director of Business Development
and Strategic Planning for Alpha Therapeutic Corporation, a manufacturer of biological products.
Mr. Lief joined Abbott Laboratories, a pharmaceutical company, in 1972, where he served until 1983,
most recently as the head of International Marketing Research. Mr. Lief is a director of
Accumetrics, Inc., a developer and marketer of diagnostic tests, ReqMed Company, Ltd., a provider
of partnering opportunities, R&D strategies and bio-venture funding, and TaiGen Biotechnology Co.,
Ltd., a biotechnology company. Mr.
Lief is also an Executive Board Member of BIOCOM, a life science industry association
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representing
more than 450 member companies in San Diego and Southern California, and he was the Chairman of
BIOCOM from March 2005 to March 2006. Mr. Lief holds a B.A. from Rutgers University and an M.S. in
Psychology (Experimental and Neurobiology) from Lehigh University.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The list of exhibits called for by this Item is incorporated by reference to the Index to
Exhibits filed with this report.
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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.
ADVENTRX Pharmaceuticals, Inc. |
||||
Dated: September 22, 2006 | By: | /s/ Evan M. Levine | ||
Name: | Evan M. Levine | |||
Title: | Chief Executive Officer | |||
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INDEX TO EXHIBITS
10.1 | First Amendment to Rights Agreement, dated September 22, 2006. | ||
99.1 | Press Release, dated September 22, 2006. |
Exhibit 10.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this Amendment) is entered into effective as of
September 22, 2006 (the Effective Date) by and between Adventrx Pharmaceuticals, Inc., a Delaware
corporation (the Company), and Icahn Partners LP, Icahn Partners Master Fund LP and High River
Limited Partnership (collectively, the Icahn Purchasers).
WHEREAS, the Company, the Icahn Purchasers and Viking Global Equities LP and VGE III Portfolio
Ltd. (collectively, the Viking Purchasers and, together with the Icahn Purchasers, the
Purchasers) are parties to that certain Rights Agreement, with an effective date of July 27, 2005
(the Rights Agreement), pursuant to which the Company agreed to set the authorized number of
directors constituting the Companys board of directors at 6 and to not change such number;
WHEREAS, pursuant to Section 6.2 of the Rights Agreement, any term of the Rights Agreement may
be amended with the written consent of the Company and the Icahn Purchasers;
NOW, THEREFORE, in consideration of both the foregoing premises and the terms and conditions
set forth below, the Company and the Icahn Purchasers hereby agree as follows:
1. Board of Directors. The first sentence of Section 4 of the Rights Agreement is
hereby amended and restated to read in its entirety as follows:
Effective promptly after the Closing, the Company shall set the authorized number of Board
directors at six and the Company shall appoint a person suggested by the Purchasers which
at the time own a majority of the Purchased Shares (the Purchaser Designee) to the
vacancy so created; provided, however, that such person, if anyone other than Mr.
Carl Icahn, would not subject the Company to making any disclosures under Item 401(f) of
SEC Regulation S-K in any proxy statement (the Criteria); provided, further,
that, the Board may set the authorized number of Board directors at seven if the vacancy
created by such action is filled by Jack Lief; provided, further, that, if at any
time there are then seven members of the Board and one of such members is removed or
resigns, retires or dies and the Purchaser Designee, if any, does not approve a successor,
the Company agrees to do those things reasonably necessary and within its control to, as
soon as reasonably practicable after the effective date of such removal, resignation,
retirement or death, set the authorized number of Board directors at six.
2. Internal Reference. The Company and the Purchasers agree that any reference in the
Rights Agreement to this Agreement (or other similar reference) will be a reference to the Rights
Agreement, as amended.
3. Conflicts. Except to the extent amended herein, the Rights Agreement remains in
full force and effect.
4. Governing Law. This Amendment will be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be fully performed therein.
[Signature page follows]
IN WITNESS WHEREOF, the Company and the Icahn Purchasers have executed this First Amendment to
Rights Agreement in duplicate originals effective as of the Effective Date.
COMPANY: | ADVENTRX PHARMACEUTICALS, INC. | |||
By: | /s/ Evan M. Levine | |||
Name: | Evan M. Levine | |||
Title: | Chief Executive Officer | |||
ICAHN PURCHASERS: | ICAHN PARTNERS LP | |||
By: | /s/ Keith Meister | |||
Name: | Keith Meister | |||
Title: | Authorized Signatory | |||
ICAHN PARTNERS MASTER FUND LP | ||||
By: | /s/ Keith Meister | |||
Name: | Keith Meister | |||
Title: | Authorized Signatory | |||
HIGH RIVER LIMITED PARTNERSHIP | ||||
By: | /s/ Edward Mattner | |||
Name: | Edward Mattner | |||
Title: | Authorized Signatory | |||
[COUNTERPART
SIGNATURE PAGE TO FIRST AMENDMENT TO RIGHTS AGREEMENT]
Exhibit 99.1
ADVENTRX APPOINTS JACK LIEF AS DIRECTOR
SAN DIEGO September 22, 2006 ADVENTRX Pharmaceuticals, Inc. (Amex: ANX) today announced
that Jack Lief, president and chief executive officer, and a founder and director, of Arena
Pharmaceuticals, Inc. (Nasdaq: ARNA), will join its board of directors. In connection with Mr.
Liefs appointment, ADVENTRX increased the size of its board from six to seven.
Jack brings a wealth of experience and leadership within the biotechnology and pharmaceutical
industries and we are delighted to welcome him to our board, said Evan M. Levine, ADVENTRX chief
executive officer. We believe his unique perspective will be an important asset as we execute our
clinical development and commercial strategies.
Im very pleased to be appointed to the board of ADVENTRX, commented Jack Lief, president and CEO
of Arena. I hope that as a member of the board I can leverage my knowledge and experience to help
advance the development and commercialization of the companys drug candidates, such as CoFactor®,
which hold significant potential to provide patients with better treatment options.
Mr. Lief is president and chief executive officer, and a founder and director, of Arena
Pharmaceuticals, a clinical-stage biopharmaceutical company, since April 1997. For two years prior
to founding Arena Pharmaceuticals, Mr. Lief served as a consultant to numerous biopharmaceutical
organizations. From 1989 to 1994, Mr. Lief served as senior vice president, corporate development
and secretary for Cephalon, Inc., a biopharmaceutical company. From 1983 to 1989, Mr. Lief served
as director of business development and strategic planning for Alpha Therapeutic Corporation, a
manufacturer of biological products. From 1972 until 1983, Mr. Lief worked at Abbott Laboratories,
where his most recent title was head of international marketing research. Mr. Lief currently serves
on several boards of directors, including Accumetrics, Inc., a developer and marketer of diagnostic
tests, ReqMed Company, Ltd., a provider of partnering opportunities, R&D strategies and bio-venture
funding, and TaiGen Biotechnology Co., Ltd., a biotechnology company. In addition, Mr. Lief is an
executive board member for BIOCOM, a life science industry association representing more than 450
member companies in San Diego and Southern California. From March 2005 to March 2006, he served as
chairman of BIOCOM. Mr. Lief earned a B.A. from Rutgers University and an M.S. in Psychology from
Lehigh University.
About ADVENTRX
ADVENTRX Pharmaceuticals is a biopharmaceutical research and development company focused on introducing treatments for cancer and infectious disease that surpass the performance and safety of existing drugs, by addressing significant problems such as drug metabolism, toxicity, bioavailability and resistance. More information can be found on ADVENTRXs Web site at www.adventrx.com.
ADVENTRX Pharmaceuticals is a biopharmaceutical research and development company focused on introducing treatments for cancer and infectious disease that surpass the performance and safety of existing drugs, by addressing significant problems such as drug metabolism, toxicity, bioavailability and resistance. More information can be found on ADVENTRXs Web site at www.adventrx.com.
Forward Looking Statement
ADVENTRX cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors that, if they do not materialize or prove to be accurate, could cause ADVENTRXs results to differ materially from historical results or those expressed or implied by such forward-looking statements. Such forward-looking statements are made based on managements current expectations and beliefs and should not be regarded as a statement or representation by ADVENTRX that any of its plans will be achieved on time or at all. The potential risks and uncertainties that could cause actual results to differ materially include, but are not limited to: successfully educating new directors and integrating new directors with existing directors and management; the risk that directors will undertake projects that divert their respective attention from ADVENTRX matters, or that may pose a conflict of interest with ADVENTRX; the risk that ADVENTRX will be unable to raise sufficient capital to fund the projects necessary to meet its anticipated or stated goals and milestones; the potential to attract a strategic partner and the terms of any related transaction; the ability to timely enroll subjects in ADVENTRXs current and anticipated clinical trials; the results of pending clinical trials for CoFactor® or Adventrx other product candidates; the potential for CoFactor® and ADVENTRXs other product candidates to receive regulatory approval for one or more indications on a timely basis or at all, and the uncertain process of seeking regulatory approval; other difficulties or delays in developing, testing, manufacturing and marketing of and obtaining regulatory approval for CoFactor® or ADVENTRXs other product candidates; the market potential for fluoropyrimidine biomodulators and other target markets, and ADVENTRXs ability to compete in those markets; unexpected adverse side effects or inadequate therapeutic efficacy of CoFactor® or ADVENTRXs other products that could delay or prevent regulatory approval or commercialization, or that could result in recalls or product liability claims; the risk that preclinical results are not indicative of the success of subsequent clinical trials and that products will not perform as preclinical data suggests or as otherwise anticipated; the potential for regulatory authorities to require additional preclinical work or other clinical requirements to support regulatory filings; the scope and validity of patent protection for CoFactor® and ADVENTRXs other product candidates; and other risks and uncertainties more fully described in ADVENTRXs press releases and periodic filings with the Securities and Exchange Commission. ADVENTRXs public filings with the Securities and Exchange Commission are available at http://www.sec.gov.
ADVENTRX cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors that, if they do not materialize or prove to be accurate, could cause ADVENTRXs results to differ materially from historical results or those expressed or implied by such forward-looking statements. Such forward-looking statements are made based on managements current expectations and beliefs and should not be regarded as a statement or representation by ADVENTRX that any of its plans will be achieved on time or at all. The potential risks and uncertainties that could cause actual results to differ materially include, but are not limited to: successfully educating new directors and integrating new directors with existing directors and management; the risk that directors will undertake projects that divert their respective attention from ADVENTRX matters, or that may pose a conflict of interest with ADVENTRX; the risk that ADVENTRX will be unable to raise sufficient capital to fund the projects necessary to meet its anticipated or stated goals and milestones; the potential to attract a strategic partner and the terms of any related transaction; the ability to timely enroll subjects in ADVENTRXs current and anticipated clinical trials; the results of pending clinical trials for CoFactor® or Adventrx other product candidates; the potential for CoFactor® and ADVENTRXs other product candidates to receive regulatory approval for one or more indications on a timely basis or at all, and the uncertain process of seeking regulatory approval; other difficulties or delays in developing, testing, manufacturing and marketing of and obtaining regulatory approval for CoFactor® or ADVENTRXs other product candidates; the market potential for fluoropyrimidine biomodulators and other target markets, and ADVENTRXs ability to compete in those markets; unexpected adverse side effects or inadequate therapeutic efficacy of CoFactor® or ADVENTRXs other products that could delay or prevent regulatory approval or commercialization, or that could result in recalls or product liability claims; the risk that preclinical results are not indicative of the success of subsequent clinical trials and that products will not perform as preclinical data suggests or as otherwise anticipated; the potential for regulatory authorities to require additional preclinical work or other clinical requirements to support regulatory filings; the scope and validity of patent protection for CoFactor® and ADVENTRXs other product candidates; and other risks and uncertainties more fully described in ADVENTRXs press releases and periodic filings with the Securities and Exchange Commission. ADVENTRXs public filings with the Securities and Exchange Commission are available at http://www.sec.gov.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date when made. All forward-looking statements are qualified in their entirety by this
cautionary statement and ADVENTRX assumes no obligation to revise or update any forward-looking
statement, including as set forth in this press release, to reflect events or circumstances arising
after the date on which it was made.
Contact:
ADVENTRX Pharmaceuticals
Andrea Lynn
858-552-0866
ADVENTRX Pharmaceuticals
Andrea Lynn
858-552-0866