SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PROGENICS PHARMACEUTICALS, INC.
(Name of Subject Company (Issuer))
PROGENICS PHARMACEUTICALS, INC.
(Name of Filing Person (Offeror))
Options Under Progenics Pharmaceuticals, Inc. Amended and Restated 1996 Stock
Incentive Plan to Purchase Common Stock, Par Value $0.0013 Per Share
(Title of Class of Securities)
743187 10 6
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Philip K. Yachmetz
General Counsel and Secretary
Progenics Pharmaceuticals, Inc.
777 Old Saw Mill River Road
Tarrytown, New York 10591
(914) 789-2800
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
CALCULATION OF FILING FEE
===============================================================================
Transaction valuation Amount of filing fee
------------------------------------- -------------------------------------
$7,025,000 $1,405
===============================================================================
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 468,500 shares of common stock of Progenics
Pharmaceuticals, Inc. having an exercise price of $20.00 will be issued in
exchange for currently outstanding options pursuant to this offer. The aggregate
value of such options was calculated based on the Black-Scholes option pricing
model. The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of
the value of the transaction.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date filed: Not applicable.
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Offer to Exchange,
dated May 25, 2001 (the "Offer to Exchange"), attached hereto as Exhibit (a)(1),
is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is Progenics Pharmaceuticals, Inc., a
Delaware corporation (the"Company"), and the address of its
principal executive offices is 777 Old Saw Mill River Road,
Tarrytown, New York 10591. The Company's phone number is (914)
789-2800. The information set forth in the Offer to Exchange
under Section 8 ("Information Concerning Progenics") is
incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer to
employees by the Company to exchange outstanding options to
purchase shares of our common stock granted on January 1, 2000
and January 7, 2000 and, solely with regard to those employees
hired on or between January 1, 2000 and February 28, 2001,
options granted on such employees' original date of hire under
the Company's Amended and Restated 1996 Stock Incentive Plan to
purchase shares of the Company's common stock, par value $.0013
per share (the "Common Stock"), for new options (the "New
Options") to purchase shares of the Common Stock to be granted
under the same plan, upon the terms and subject to the conditions
described in the Offer to Exchange and the related Election
Concerning Exchange of Stock Options form (the "Election Form"
and, together with the Offer to Exchange, as they may be amended
from time to time, the "Offer"), attached hereto as Exhibit
(a)(2). The number of shares of Common Stock subject to New
Options will be equal to the number of shares of Common Stock
subject to the Options that are accepted for exchange and
canceled. In addition to the exchange described above, the
Company is offering to grant to employees who were hired on or
between January 1, 2000 and February 28, 2001 and who did not
tender their options a number of options equal to 20% of such
employee's original grant. The information set forth in the Offer
to Exchange under "Summary Term Sheet," "Introduction," Section 1
("Number of Options; Expiration Date"), Section 5 ("Acceptance of
Options for Exchange and Issuance of New Options") and Section 7
("Source and Amount of Consideration; Terms of New Options") is
incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section
6 ("Price Range of Common Stock Underlying the Options") is
incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The information set forth under Item 2(a) above and in the Offer
to Exchange under Schedule B ("Information Concerning Directors
and Officers of Progenics") is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in the Offer to Exchange under "Summary
Term Sheet," "Introduction," Section 1 ("Number of Options;
Expiration Date"), Section 3 ("Procedures for Electing to
Exchange Options"), Section 4 ("Withdrawal Rights"), Section 5
("Acceptance of Options for Exchange and Issuance of New
Options"), Schedule A ("Conditions of the Offer"), Section 7
("Source and Amount of Consideration; Terms of New Options"),
Section 10 ("Status of Options Acquired by Us in the Offer;
Accounting Consequences of the Offer"), Section 11 ("Legal
Matters; Regulatory Approvals"), Section 12 ("Material Federal
Income Tax Consequences") and Section 13 ("Extension of Offer;
Termination; Amendment") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under "Summary
Term Sheet" and Section 9 ("Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options") is
incorporated herein by reference. Directors are ineligible to
participate in the Offer.
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Item 5. Past Contacts, Transactions, Negotiations and Arrangements.
(e) The information set forth in the Offer to Exchange under Section
9 ("Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options") is incorporated herein by
reference. The Amended and Restated 1996 Stock Incentive Plan
attached hereto as Exhibit (d)(1), and the form of option
agreement attached hereto as Exhibit (d)(2), contain information
regarding the subject securities.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under Section
2 ("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section
5 ("Acceptance of Options for Exchange and Issuance of New
Options") and Section 10 ("Status of Options Acquired by Us in
the Offer; Accounting Consequences of the Offer") is incorporated
herein by reference.
(c) The information set forth in the Offer to Exchange under Section
2 ("Purpose of the Offer") is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Exchange under Section
7 ("Source and Amount of Consideration; Terms of New Options")
and Section 14 ("Fees and Expenses") is incorporated herein by
reference.
(b) The information set forth in the Offer to Exchange under Schedule
A ("Conditions of the Offer") is incorporated herein by
reference.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in the Offer to Exchange under Section
9 ("Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options") is incorporated herein by
reference.
(b) The information set forth in the Offer to Exchange under Section
9 ("Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options") is incorporated herein by
reference.
Item 9. Person/Assets, Retained, Employed, Compensated or Used.
(a) Not applicable.
Item 10. Financial Statements.
(a) The information set forth in the Offer to Exchange under Section
8 ("Information Concerning Progenics Pharmaceuticals") and
Section 15 ("Additional Information"), and on pages F-1 through
F-31 of the Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 2000 and pages 3 through 9 of the
Company's Quarterly Report on Form 10-Q for its fiscal quarter
ended March 31, 2001 is incorporated herein by reference.
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(b) Not applicable.
Item 11. Additional Information.
(a) The information set forth in the Offer to Exchange under Section
9 ("Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options") and Section 11 ("Legal
Matters; Regulatory Approvals") is incorporated herein by
reference.
(b) Not applicable.
Item 12. Exhibits.
(a) (1) Offer to Exchange, dated May 25, 2001.
(2) Form of Election Concerning Exchange of Stock Options.
(3) Progenics Pharmaceuticals, Inc. Annual Report on Form 10-K
for its fiscal year ended December 31, 2000 filed with the
Securities and Exchange Commission on March 30, 2001 and
incorporated herein by reference.
(4) Progenics Pharmaceuticals, Inc. Quarterly Report on Form 10-Q
for its fiscal quarter ended March 30, 2001, filed with the
Securities and Exchange Commission on May 15, 2001 and
incorporated herein by reference.
(5) Memorandum to Employees from Paul J. Maddon, M.D., Ph.D.
(b) Not applicable.
(d) (1) Progenics Pharmaceuticals, Inc. Amended and Restated 1996
Stock Incentive Plan filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for its fiscal quarter ended
September 30, 1999 and incorporated herein by reference.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO is true, complete and correct.
Progenics Pharmaceuticals, Inc.
/s/ PHILIP K. YACHMETZ, ESQ.
----------------------------
Philip K. Yachmetz, Esq.
General Counsel and Secretary
Date: May 25, 2001
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