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): August 12,
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
8.01 Other Events.
On August
12, 2010, PDL BioPharma, Inc. (the “Company”) issued a press release announcing
the completion of its exchange of approximately $61 million in aggregate
principal amount of the Company’s outstanding 2.75% Convertible Subordinated
Notes, due August 16, 2023. 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 August 12, 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.
| PDL BIOPHARMA, INC. | |||
| (Company) | |||
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By:
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/s/ Christine R. Larson | |
| Christine R. Larson | |||
| Vice President and Chief Financial Officer | |||
Dated: August
12, 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 August 12, 2010
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Contacts:
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Cris
Larson
PDL BioPharma, Inc.
775-832-8505
Cris.Larson@pdl.com
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Jennifer
Williams
Cook Williams Comm.
360-668-3701
Jennifer@cwcomm.org
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PDL
BioPharma Completes Retirement of $61.7 Million of 2.75% Convertible Notes due
August 2023 for Common Stock
INCLINE
VILLAGE, NV, August 12, 2010
– PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) announced today that it has
completed the retirement of $61.7 million in aggregate principal amount of the
Company’s outstanding 2.75% Convertible Subordinated Notes, due August 16, 2023
(the “2023 Notes”) for consideration consisting of the issuance of 11.1 million
of shares of the Company’s common stock. The transaction was
structured as an exchange of the 2023 Notes for stock and reflected a price per
share of approximately $5.55 per share. Following the exchange, $54.3
million in aggregate principal amount of the 2023 Notes remains
outstanding.
The
Company reaffirms its previously announced dividend of $0.50 per share to be
paid on October 1, 2010 to all stockholders of record on September 15,
2010.
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
This
press release contains forward-looking statements. Each of these forward-looking
statements involves risks and uncertainties. Actual results may differ
materially from those, express or implied, in these forward-looking statements.
Factors that may cause differences between current expectations and actual
results include, but are not limited to, the following:
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·
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The
expected rate of growth in royalty-bearing product sales by PDL’s existing
licensees;
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·
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The
relative mix of royalty-bearing Genentech products manufactured and sold
outside the U.S. versus manufactured or sold in the
U.S.;
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·
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The
ability of our licensees to receive regulatory approvals to market and
launch new royalty-bearing products and whether such products, if
launched, will be commercially
successful;
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·
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Changes
in any of the other assumptions on which PDL’s projected royalty revenues
are based;
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·
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The
outcome of pending litigation or disputes;
and
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·
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The
failure of licensees to comply with existing license agreements, including
any failure to pay royalties due.
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Other
factors that may cause PDL’s actual results to differ materially from those
expressed or implied in the forward-looking statements in this press release are
discussed in PDL’s filings with the SEC, including the “Risk Factors” section of
its annual and quarterly reports filed with the SEC. Copies of PDL’s filings
with the SEC may be obtained at the “Investors” section of PDL’s website at
www.pdl.com.
PDL expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in PDL’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements are based for
any reason, except as required by law, even as new information becomes available
or other events occur in the future. All forward-looking statements in this
press release are qualified in their entirety by this cautionary
statement.
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