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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 15, 2003
Commission File Number 0-23252
IGEN INTERNATIONAL, INC.
(Exact name of registrant)
Delaware 94-2852543
(State of organization) (I.R.S. Employer Identification No)
16020 Industrial Drive, Gaithersburg Maryland 20877
(Address of principal executive offices and zip code)
(301) 869-9800
(Registrant's telephone Number)
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Item 5. OTHER EVENTS
On July 29, 2003, IGEN International, Inc. (the "Company") filed with
the Securities Exchange Commission ("SEC") its proxy statement for the 2003
annual meeting of stockholders. As disclosed in the proxy statement, the date
for the 2003 annual meeting of stockholders was set for December 15, 2003 and
the record date for the annual meeting was November 4, 2003. The Company has
decided to postpone the annual meeting based on the expected date for
completion of the previously announced transactions contemplated by the
Agreement and Plan of Merger dated July 24, 2003, among Roche Holding Ltd
("Roche"), 66 Acquisition Corporation II, the Company and BioVeris Corporation
(successor to IGEN Integrated Healthcare, LLC) ("BioVeris"). In the event the
Company establishes a new date for an annual meeting of stockholders, the
Company will notify stockholders in a timely manner of such date, the record
date for such meeting and other related information by filing a Form 8-K with
the SEC.
In connection with the proposed transaction between the Company and
Roche, BioVeris filed with the SEC, a registration statement on Form S-4
(Registration Statement No. 333-109196) that included the preliminary proxy
statement/prospectus relating to the transaction. Investors and security
holders are urged to read the preliminary proxy statement/prospectus, which is
available now, because it contains important information and also to read the
definitive proxy statement/prospectus, when it becomes available, because it
will contain important information. BioVeris and the Company will continue to
file with the SEC documents regarding the proposed transaction with Roche,
including one or more amendments to the registration statement on Form S-4.
After the registration statement on Form S-4, as so amended, is declared
effective by the SEC, the definitive proxy statement/prospectus will be mailed
to the Company's stockholders in connection with a special meeting of IGEN
stockholders to vote on the proposed transaction and any other matters that
might be properly brought before the meeting. Investors and security holders
may obtain a free copy of the preliminary proxy statement/prospectus and the
definitive proxy statement/prospectus (when it becomes available) and other
documents filed by BioVeris and the Company with the SEC at the SEC's web site
at www.sec.gov. The definitive proxy statement/prospectus (when it becomes
available) and these other documents may also be obtained for free from the
Company by directing a request to 16020 Industrial Drive, Gaithersburg, MD
20877, Attention: Secretary, (301) 869-9800, ext. 3501.
The Company, BioVeris, and their respective directors and executive
officers may be considered participants in the solicitation of proxies from the
Company's stockholders in connection with the proposed transaction with Roche.
Such individuals may have interests in the proposed transaction with Roche,
including as a result of holding shares of the Company's common stock or the
Company's stock options as well as other interests unrelated to such holdings.
Information about the directors and executive officers of the Company and their
ownership of the Company's common stock is set forth in the Company's Proxy
Statement with respect to its Annual Meeting for the year ended March 31, 2003.
Additional information about the directors and executive officers of the Company
and BioVeris and their ownership of the Company's common stock and expected
ownership of BioVeris common stock and other interests in the proposed
transaction with Roche is set forth in the preliminary proxy
statement/prospectus relating to the proposed transaction and will be set forth
in the definitive proxy statement/prospectus relating to the proposed
transaction when it becomes available.
Signatures
Pursuant to the requirements of the Securities Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
IGEN International, Inc.
By:/s/ George V. Migausky
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George V. Migausky
Vice President and Chief Financial
Officer
Dated: December 15, 2003