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 10,
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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|
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(State
or Other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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|
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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
8.01 Other Events.
On
September 10, 2010, PDL BioPharma, Inc. (the “Company”) issued a press release
to clarify the effect of the September 15, 2010 redemption of the Company’s
outstanding 2.75% Convertible Subordinated Notes, due August 16, 2023 (the “2023
Notes”). In accordance with the terms of the 2023 Notes, the 2023
Notes will be redeemed at a redemption price of 100% of the outstanding
principal amount of the 2023 Notes to be redeemed, together with accrued and
unpaid interest to, but excluding, the redemption date of September 15, 2010,
for a total of approximately $1002.22 per $1,000 principal amount of 2023
Notes. Holders of the 2023 Notes have been provided notice of the
redemption by the trustee for the 2023 Notes.
Those
2023 Note holders who elect to convert their 2023 Notes into the Company’s
common stock on or before September 14, 2010, rather than have their 2023 Notes
redeemed, will be stockholders of record for the Company’s October 1, 2010
dividend payment of $0.50 per share of common stock. Such 2023 Note
holders will receive the dividend even though they will have converted their
notes after the ex-dividend date of September 13, 2010. The
conversion rate for the 2023 Notes is 177.1594 shares of common stock per $1,000
principal amount or $5.64 per share. The press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
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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Press
Release, Dated September 10, 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.
(Company)
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|||
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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
10, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release, Dated September 10, 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 Comm.
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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 Provides Clarification Regarding Redemption of its 2.75% Convertible
Subordinated Notes
INCLINE
VILLAGE, NV, September 10, 2010 – PDL BioPharma, Inc. (PDL)
(NASDAQ: PDLI) affirmed that on September 15, 2010 it will redeem all of the
Company’s outstanding 2.75% Convertible Subordinated Notes, due August 16, 2023
(the “2023 Notes”). Holders of the 2023 Notes have been provided
notice of the redemption by the trustee for the 2023 Notes.
Those
2023 Note holders who elect to convert their 2023 Notes into the Company’s
common stock on or before September 14, 2010, rather than have their 2023 Notes
redeemed, will be stockholders of record for the Company’s October 1, 2010
dividend payment of $0.50 per share of common stock. Such 2023 Note
holders will receive the dividend even though they will have converted their
notes after the ex-dividend date of September 13, 2010. The
conversion rate for the 2023 Notes is 177.1594 shares of common stock per
$1,000 principal amount or $5.64 per share.
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 based on patents that
expire 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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