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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)
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Delaware
(State or other jurisdiction
of incorporation)
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0-19311
(Commission
File Number)
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33-0112644
(I.R.S. Employer
Identification No.) |
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14 Cambridge Center, Cambridge, Massachusetts
(Address of principal executive offices)
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02142
(Zip Code) |
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
The Registrant is in discussion with William H. Rastetter, the Registrants 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 Registrants
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 Registrants Chief Executive Officer, James C. Mullen, will assume Dr.
Rastetters 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. Rastetters 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.
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.
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Biogen Idec Inc.
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By: |
/s/ Raymond G. Arner
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Raymond G. Arner |
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Acting General Counsel |
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Date: December 12, 2005
EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibit |
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99.1 |
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Press Release issued by Biogen Idec Inc. dated December 7, 2005. |
exv99w1
Exhibit 99.1
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 companys 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 Ive 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 Rastetters drive and unyielding commitment to those we serve that resulted in
bringing RITUXAN® (rituximab), the worlds 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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