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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 6, 2005
Biogen Idec Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation)
  0-19311
(Commission
File Number)
  33-0112644
(I.R.S. Employer
Identification No.)
     
14 Cambridge Center, Cambridge, Massachusetts
(Address of principal executive offices)
  02142
(Zip Code)
Registrant’s telephone number, including area code: (617) 679-2000
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 1.01 Entry into a Material Definitive Agreement
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release, dated December 7, 2005


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Item 1.01 Entry into a Material Definitive Agreement
     The Registrant is in discussion with William H. Rastetter, the Registrant’s Executive Chairman, regarding severance arrangements.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On December 7, 2005, the Registrant announced that William H. Rastetter, the Registrant’s Executive Chairman, will retire from that position effective the end of the year. Dr. Rastetter is also resigning as a director of the Registrant effective the end of the year. Effective as of January 1, 2006, the Registrant’s Chief Executive Officer, James C. Mullen, will assume Dr. Rastetter’s executive duties. The Board has elected Bruce Ross, currently a director of the Registrant, as its non-executive Chairman of the Board effective as of January 1, 2006.
     A copy of the press release announcing Dr. Rastetter’s retirement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
     (c) Exhibits.
99.1 Press Release issued by Biogen Idec Inc. dated December 7, 2005.

 


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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Biogen Idec Inc.
 
 
  By:   /s/ Raymond G. Arner    
    Raymond G. Arner   
    Acting General Counsel   
 
Date: December 12, 2005

 


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EXHIBIT INDEX
         
Exhibit    
Number   Description of Exhibit
       
 
  99.1    
Press Release issued by Biogen Idec Inc. dated December 7, 2005.

 

exv99w1
 

Exhibit 99.1
(BIOGEN IDEC LOGO)
For More Information Contact:
MEDIA CONTACT:
Jose Juves
Associate Director, Public Affairs
Biogen Idec
Tel: (617) 914-6524
INVESTOR CONTACT:
Oscar Velastegui
Senior Manager, Investor Relations
Biogen Idec
Tel: (617) 679-2812
BIOGEN IDEC ANNOUNCES WILLIAM H. RASTETTER TO RETIRE AS
EXECUTIVE CHAIRMAN
Bruce Ross to Become Non-Executive Chairman
Cambridge, MA and San Diego, CA — December 7, 2005 — Biogen Idec (NASDAQ: BIIB) announced today that William H. Rastetter, Ph.D., will retire as Executive Chairman of the company effective at the end of the year. Bruce Ross, presently chairman of the company’s compensation committee, will become non-executive chairman of the Board of Directors effective January 1, 2006. James C. Mullen will continue as President and Chief Executive Officer of Biogen Idec.
“I am proud of all that we have accomplished in implementing the integration of Biogen and IDEC and establishing a platform for future success,” said Dr. Rastetter. “I want to thank the countless patients, employees and shareholders with whom I’ve had the pleasure to work with over many years. You have honored me with your trust and inspired me to help those in need. I am grateful for your support.”
“It was Bill Rastetter’s drive and unyielding commitment to those we serve that resulted in bringing RITUXAN® (rituximab), the world’s leading cancer therapeutic, to patients across the globe,” said Mr. Ross. “His leadership is proof that one man can make a major difference in the lives of many.”
Bruce Ross is currently President of Cancer Rx, a healthcare consulting firm. Mr. Ross was previously Chief Executive Officer of the National Comprehensive Cancer Network, an association of 19 of the largest cancer centers in the United States. He previously held senior management positions, during a 27-year career at Bristol-Myers Squibb. Mr. Ross began serving as a Director of IDEC in 1997.
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Page 2      Biogen Idec Announces William H. Rastetter To Retire As Executive Chairman
About Biogen Idec
Biogen Idec creates new standards of care in oncology, neurology and immunology. As a global leader in the development, manufacturing, and commercialization of novel therapies, Biogen Idec transforms scientific discoveries into advances in human healthcare. For product labeling, press releases and additional information about the company, please visit http://www.biogenidec.com.
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