-----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, R+GzGlmiwNRQotLEdFlwtv0bBPDFX+YKmEUXnK+hurW/iCnzZaqu2xKtx01Ouj2B cYL75XRp/gOfdpBFEjLYsA== 0001047469-99-011953.txt : 19990330 0001047469-99-011953.hdr.sgml : 19990330 ACCESSION NUMBER: 0001047469-99-011953 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990322 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGEN INTERNATIONAL INC /DE CENTRAL INDEX KEY: 0000916304 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 942852543 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23252 FILM NUMBER: 99575961 BUSINESS ADDRESS: STREET 1: 16020 INDUSTRIAL DR CITY: GAITHERSBURG STATE: MD ZIP: 20877 BUSINESS PHONE: 3019848000 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FORMER COMPANY: FORMER CONFORMED NAME: IGEN INC /CA/ DATE OF NAME CHANGE: 19931216 8-K 1 FORM 8-K 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): MARCH 22, 1999 IGEN INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-23252 94-2852543 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 16020 INDUSTRIAL DRIVE GAITHERSBURG, MD 20877 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (301) 984-8000 ITEM 5. OTHER EVENTS On March 22, 1999, IGEN International, Inc. sold $30 million of notes to John Hancock Mutual Life Insurance Company. The notes have a term of seven years and bear interest at the rate of 8.5% per annum. A copy of the press release announcing the financing is filed herewith as an exhibit. ITEM 7. EXHIBIT EXHIBIT NO. TITLE OF EXHIBIT - ----------- ---------------- 99.1 Press release dated March 23, 1999 SIGNATURES 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 hereto duly authorized. IGEN International, Inc. March 29, 1999 /S/ George V. Migausky ------------------------------------------- George V. Migausky Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBIT
EXHIBIT NO. TITLE OF EXHIBIT PAGE 99.1 Press release dated March 23, 1999 5
EX-99.1 2 EXHIBIT 99.1 IGEN INTERNATIONAL, INC. ------------------------------------------------------------------------ BOX 6003, GAITHERSBURG, MD 20884 TEL: (301) 984-8000 FAX: (301) 208-3798 FOR IMMEDIATE RELEASE: - ---------------------- CONTACT: George Migausky Trout Group/ BMC Com. Vice President and Jonathan Fassberg (investors) Chief Financial Officer Brad Miles (media) (301) 984-8000 (212) 477-9007 IGEN RAISES $30 MILLION IN DEBT FINANCING PROCEEDS FROM JOHN HANCOCK MUTUAL LIFE INSURANCE GAITHERSBURG, MD - MARCH 23, 1999 - IGEN International, Inc. (Nasdaq: IGEN) announced today it has raised $30 million in a debt financing with John Hancock Mutual Life Insurance Company. This financing has a seven-year term with an interest rate of 8.5%. The placement agent was ING Baring Furman Selz LLC. "This financing provides the Company with resources to advance our product programs and business and legal discussions without any dilution to investors," said Sam Wohlstadter, Chief Executive Officer. "We are pleased to have a blue-chip institution such as John Hancock as our newest financial partner." The Company intends to use the proceeds from this financing to support the launch of its new M-SERIES-TM- High Throughput Screening System in the US and Europe, to further advance the Company's food-testing and point of care programs and for working capital and other general corporate programs. IGEN this month announced the launch of its M-SERIES High Throughput Screening System, the first of its second-generation products based on the Company's patented ORIGEN-Registered Trademark- technology. ThE M-SERIes is being marketed to research laboratories for use in both the drug discovery and drug development sectors of the industry. IGEN develops, manufactures and markets diagnostic systems utilizing its patented ORIGEN technology, which is based on electrochemiluminescence. The ORIGEN technology provides uniform assay formats for conducting a multitude of diagnostic tests, including immunoassay, nucleic acid probe and clinical chemistry tests. Products using the ORIGEN technology include systems marketed by IGEN and its licensees, Roche Diagnostics, Organon Teknika and Eisai. -more- STATEMENTS IN THIS RELEASE, INCLUDING THOSE THAT RELATE TO PRODUCTS, NEW PRODUCT PLANS, PRODUCT PERFORMANCE, CUSTOMER ACCEPTANCE AND BUSINESS PROSPECTS ARE FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THESE STATEMENTS DUE TO RISKS AND UNCERTAINTIES, INCLUDING THE IMPACT OF COMPETITIVE PRODUCTS AND PRICING, THE MARKET ACCEPTANCE OF NEW PRODUCTS AND MARKET CONDITIONS. A MORE DETAILED DESCRIPTION OF THESE RISKS APPLICABLE TO IGEN APPEARS IN IGEN'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1998, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND AVAILABLE UPON REQUEST FROM IGEN. IGEN DISCLAIMS ANY INTENT OR OBLIGATION TO UPDATE THESE FORWARD LOOKING STATEMENTS. ### IGEN, ORIGEN and M-SERIES are registered trademarks of IGEN International, Inc. -----END PRIVACY-ENHANCED MESSAGE-----