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): September 13,
2010
PDL
BioPharma, Inc.
(Exact
name of Company as specified in its charter)
000-19756
(Commission
File Number)
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Delaware
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94-3023969
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation)
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932
Southwood Boulevard
Incline
Village, Nevada 89451
(Address
of principal executive offices, with zip code)
(775)
832-8500
(Company’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 Company under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
On
September 13, 2010, PDL BioPharma, Inc. (the “Company”) will make a presentation
at the Rodman & Renshaw 12th Annual
Healthcare Conference in New York City, New York. A copy of the
Company’s presentation materials has been posted to the Company’s website and is
attached hereto as Exhibit 99.1.
Limitation
of Incorporation by Reference
In
accordance with General Instruction B.2. of Form 8-K, this information,
including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section. The information in this Item 7.01of this Current Report will not be
deemed an admission as to the materiality of any information that is required to
be disclosed solely by Regulation FD.
Item
8.01 Other Events.
On
September 13, 2010, the Company issued a press release specifying the adjustment
of the conversion rate for its 2.00% Convertible Senior Notes due February 15,
2012. The press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Cautionary
Statements
This
Current Report on Form 8-K, the presentation and the press release include
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. Important factors that could impair the
Company’s royalty assets or business are disclosed in the “Risk Factors”
contained in the Company’s 2009 Annual Report on Form 10-K and other periodic
reports filed with the Securities and Exchange Commission. All forward-looking
statements are expressly qualified in their entirety by such factors. We do not
undertake any duty to update any forward-looking statement except as required by
law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Presentation
at Rodman & Renshaw 12th
Annual Healthcare Conference on September 13, 2010
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99.2
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Press
Release, dated September 13, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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PDL
BIOPHARMA, INC.
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(Company)
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By:
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/s/ Christine R. Larson
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Christine
R. Larson
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Vice
President and Chief Financial
Officer
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Dated: September
13, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Presentation
at Rodman & Renshaw 12th
Annual Healthcare Conference on September 13, 2010
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99.2
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Press
Release, dated September 13, 2010
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Contacts:
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Cris Larson
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Jennifer
Williams
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PDL BioPharma,
Inc.
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Cook Williams Communications,
Inc.
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775-832-8505
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360-668-3701
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cris.larson@pdl.com
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jennifer@cwcomm.org
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PDL BioPharma Announces
Conversion Rate Adjustment
for 2.00% Convertible Senior Notes
Due February 15, 2012
INCLINE VILLAGE, NV, September 13, 2010 -- PDL BioPharma, Inc. (PDL) (NASDAQ:
PDLI) today announced an
adjustment to the
conversion rate for its
2.00% Convertible Senior Notes due February 15, 2012 (the 2012 Notes) effective September 16, 2010 in
connection with the special dividend to be paid on October 1, 2010 to all stockholders who own
shares of PDL on September 15, 2010, the record date.
The conversion rate for the 2012 Notes, as adjusted, is 140.571 shares of common stock per $1,000
principal amount or $7.11
per share. The
conversion rate for the 2012 Notes was previously 128.318 shares of common stock per $1,000
principal amount of the 2012 Notes. In connection with a cash dividend, the conversion rate is
increased by multiplying the previous conversion rate by a fraction, the
numerator of which is the average closing price of PDL's common stock for the
five consecutive trading days immediately preceding the ex-dividend
date of September 13,
2010 for the cash dividend,
and the denominator of which is the difference of such average closing price
less the dividend
amount.
About PDL BioPharma
PDL pioneered the humanization of
monoclonal antibodies and, by doing so, enabled the discovery of a new
generation of targeted treatments for cancer and immunologic diseases. PDL is
focused on maximizing the value of its antibody humanization patents and related
assets. The Company receives royalties on sales of a
number of humanized antibody products marketed today and also may receive
royalty payments on additional humanized antibody products launched before
patent expiry in late 2014. For more information, please visit
www.pdl.com.
NOTE: PDL BioPharma and the PDL
BioPharma logo are considered trademarks of PDL BioPharma,
Inc.
Forward-looking
Statements
The foregoing statements regarding PDL's
intentions with respect to the cash special dividend payment described above are
forward-looking statements under the Private Securities Litigation Reform Act of
1995, and actual results could vary materially from the statements made. PDL's
ability to pay the special
dividend described above is
subject to various risks, many of which are outside its control, including
prevailing conditions in the capital markets, the continued strength of its royalty
assets and other risks and
uncertainties as detailed from time to time in the reports filed by PDL with the
Securities and Exchange Commission.
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