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): June 26, 2001 Medarex, Inc. (Exact Name of Registrant as Specified in its Charter) New Jersey 0-19312 22-2822175 (State of Incorporation (Commission File (I.R.S. Employer or Organization) Number) Identification No.) 707 State Road, Suite 206 Princeton, New Jersey 08540-1437 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (609) 430-2880 Not Applicable (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Exhibit ----------- ------- 1.1 Underwriting Agreement. 3.1 Amendment to Restated Certificate of Incorporation of the Registrant, as amended. 4.3 Subordinated Indenture. 5.1 Opinion of Satterlee Stephens Burke & Burke LLP re: legality of securities being registered. 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re: tax matters. 23.2 Consent of Satterlee Stephens Burke & Burke LLP (included in their opinion filed as Exhibit 5.1). 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. MEDAREX, INC. By: /s/ Christian Schade ----------------------- Name: Christian Schade Title: Senior Vice President and Chief Financial Officer Date: June 26, 2001 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 1.1 Underwriting Agreement. 3.1 Amendment to Restated Certificate of Incorporation of the Registrant, as amended. 4.3 Subordinated Indenture. 5.1 Opinion of Satterlee Stephens Burke & Burke LLP re: legality of securities being registered. 8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP re: tax matters. 23.2 Consent of Satterlee Stephens Burke & Burke LLP (included in their opinion filed as Exhibit 5.1).