SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
RELATING TO THE AMENDMENT OF
THE COMPANY’S
STOCKHOLDER RIGHTS PLAN
Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 25, 2003
(Date of earliest event reported: February 24, 2003)
AEROGEN, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
||
|
(State or other jurisdiction of incorporation) |
||
|
|
|
|
|
0-31913 |
|
33-0488580 |
|
(Commission File No.) |
|
(IRS Employer Identification No.) |
|
|
|
|
|
2071
Stierlin Court |
||
|
(Address of principal executive offices and zip code) |
||
|
|
||
|
Registrant’s telephone number, including area code: (650) 864-7300 |
||
Item 5. Other Events.
On February 24, 2003, Aerogen, Inc. (the “Company”) entered into an amendment to the Rights Agreement, dated as of June 5, 2001, between the Company and Mellon Investor Services LLC, as rights agent (the “Rights Agreement”). The Rights Agreement sets forth the terms and conditions of certain rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.001 per share, under the Company’s Stockholder Rights Plan. The amendment to the Rights Agreement provides for, among other things, an increase in the percentage threshold of beneficial ownership required to become an “Acquiring Person” (as defined in the Rights Agreement) from fifteen percent (15%) or more to twenty percent (20%) or more, and excludes from the definition of an “Acquiring Person” any person or entity who becomes the beneficial owner of 20% or more of the common stock then outstanding as the result of the acquisition of common stock directly from the Company. A copy of the amendment to the Rights Agreement is attached hereto as Exhibit 99.1.
Item 7. Exhibits.
|
99.1 |
|
Amendment to Rights Agreement, dated as of February 24, 2003, by and between Aerogen, Inc. and Mellon Investor Services LLC, as Rights Agent. |
1
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.
|
|
Aerogen, Inc. |
|
|
|
|
|
|
|
Dated: February 25, 2003 |
/s/ Jane E. Shaw |
|
|
Jane E. Shaw, Ph.D. |
|
|
Chairman and Chief Executive Officer |
|
|
(Principle Executive Officer) |
2
INDEX TO EXHIBITS
|
99.1 |
|
Amendment to Rights Agreement, dated as of February 24, 2003, by and between Aerogen, Inc. and Mellon Investor Services LLC, as Rights Agent. |
3