UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
January 23, 2003
ANTIGENICS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-29089 06-1562417
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
630 FIFTH AVENUE, SUITE 2100
NEW YORK, NEW YORK 10111
(Address of principal executive offices and zip code)
(212) 994-8200
(Registrant's telephone number, including area code)
ITEM 5. Other Events.
On December 5, 2001, the Securities and Exchange Commission (the
"Commission") declared effective the Registration Statement on Form S-3 of
Antigenics Inc. (the "Company") (Registration No. 333-74002) which permits the
Company to issue up to an aggregate of $100,000,000 of common stock, preferred
stock, depository shares and debt securities. On August 2, 2002, the Commission
declared effective the Registration Statement on Form S-3 of the Company
(Registration No. 333-90380, together with Registration Statement No. 33-74002,
the "Registration Statement"), which registration statement acts, pursuant to
Rule 429 promulgated under the Securities Act of 1933, as amended, as a
post-effective amendment to the registration statement first mentioned above.
The Company has filed with the SEC a prospectus, consisting of a
prospectus supplement dated January 23, 2003 together with base prospectus dated
August 2, 2002, which relates to the Company's sale of 6,250,000 shares of its
common stock. The prospectus contemplates the sale of 3,450,000 shares (plus an
additional 517,500 shares if the underwriters' over-allotment is exercised in
full) pursuant to an underwriting agreement entered into among the Company and
UBS Warburg LLC, Morgan Keegan & Company, Inc., Needham & Company, Inc. and
Ryan, Beck & Co. LLC dated January 23, 2003 (the "Underwriting Agreement"). The
underwritten shares will be sold to the underwriters for $9.40 per share, and
the initial public offering price for the underwritten shares will be $10.00 per
share. The prospectus also covers the Company's sale of 2,800,000 shares of its
common stock directly to a single investor, Brad M. Kelley, for $9.82 per share,
a 1.8% discount from the public offering price. The Company expects to receive
approximately $59.6 million in net proceeds from the offering, which is subject
to closing conditions.
In order to furnish certain exhibits for incorporation by reference
into the Registration Statement, the Company is filing the Underwriting
Agreement and an opinion the Company received from its counsel regarding the
validity of the shares to be sold pursuant to the prospectus.
ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
1.3 Underwriting Agreement dated January 23, 2003 by and
among Antigenics Inc. and UBS Warburg LLC, Morgan
Keegan & Company, Inc., Needham & Company, Inc. and
Ryan, Beck & Co. LLC.
5.3 Opinion of Ropes & Gray
23.4 Consent of Ropes & Gray (included as part of its
opinion filed herewith).
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 hereunto duly authorized.
ANTIGENICS INC.
Date: January 24, 2003 By: /s/ Garo H. Armen
-------------------------------------
Garo H. Armen, Ph.D.
Chairman and Chief Executive Officer
EXHIBIT INDEX
The following designated exhibits are filed herewith:
Exhibits:
Exhibit No. Description
----------- -----------
1.3 Underwriting Agreement dated January 23, 2003 by and among
Antigenics Inc. and UBS Warburg LLC , Morgan Keegan & Company,
Inc., Needham & Company, Inc. and Ryan, Beck & Co. LLC.
5.3 Ropes & Gray Opinion
23.4 Consent of Ropes & Gray (included as part of its opinion
filed herewith).