UNITED STATES 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
Date of Report (Date of earliest event reported): December 22, 2006 (December 20, 2006)
REGENERON PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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| New York
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000-19034
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133444607 |
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(State or other jurisdiction of
Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.) |
777 Old Saw Mill River Road, Tarrytown, New York 10591-6707
(Address of principal executive offices, including zip code)
(914) 347-7000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On December 21, 2006, Regeneron Pharmaceuticals, Inc. (the “Company”) entered into a new
operating lease agreement with BioMed Realty Trust, Inc. for a new corporate headquarters and
research and development complex to be constructed adjacent to the Company’s current facility in
the Town of Greenburgh in Westchester County, New York. The new facilities will consolidate
Regeneron’s Tarrytown-based employees, currently located in six buildings, into a three-building,
interconnected campus. The new facilities will include approximately 194,000 square feet of
laboratory and office space in two buildings to be constructed by BioMed Realty Trust over the next
two years. The Company also will retain approximately 27,000 square feet at an existing building
that it occupies for its VelociGene® research facility. The initial term of the lease is fifteen
years and the Company may exercise options to extend the lease for three additional five-year
periods. The lease provides for monthly payments over the term of the lease related to the
retained facilities, the costs of construction and tenant improvements for the new facilities, and
additional charges for utilities, taxes, operating expenses, and other fees and charges.
The foregoing description of the lease agreement is qualified in its entirety by the full text
of the agreement which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On December 20, 2006, the Company amended its Restated Certificate of Incorporation to
eliminate all matters set forth therein with respect to the shares of preferred stock designated as
“Series A Junior Participating Preferred Stock.” A copy of the Certificate of Amendment of the
Company’s Restated Certificate of Incorporation is filed as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 8.01 Other Events.
On December 21, 2006, the Company issued a press release announcing the new operating lease
agreement with BioMed Realty Trust. A copy of this press release is furnished as Exhibit 99.3 to
this Current Report on Form 8-K.
On December 20, 2006, the Company issued a press release announcing that it had reported data
from a preclinical study demonstrating that blocking a cell signaling molecule, known as Delta-like
ligand 4 (Dll4) inhibited the growth of experimental tumors by interfering with their ability to
produce a functional blood supply. These findings were published in the December 21st
issue of the journal Nature. A copy of this press release is furnished as Exhibit 99.4 to
this Current Report on Form 8-K.