On May 13, 2005, the Board of Directors of Axonyx Inc. (the Board) approved a stockholder
rights plan as set forth in the Rights Agreement, dated as of May 13, 2005, between Axonyx Inc. and
The Nevada Agency and Trust Company, as Rights Agent (the Rights Agreement). Under the
Rights Agreement, each common stockholder of record as of the close of business on May 27, 2005,
will receive a dividend of one right for each share of common stock held. Each right entitles the
holder to purchase from the company one one-thousandth of a share of a new series of participating
preferred stock at an initial purchase price of $15.00. A press release relating to these matters
was issued by the company on May 16, 2005.
The complete text of the press release issued by the company and the Rights Agreement are attached
as exhibits to this Form 8-K.
See disclosure above under Item 1.01, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Press release of Axonyx Inc. dated May 16, 2005
Rights Agreement, dated as of May 13, 2005, between Axonyx Inc. and The Nevada Agency and Trust Company,
as Rights Agent
Certificate of Designation of the Voting Powers, Designation, Preferences and Relative, Participating,
Optional or Other Special Rights and Qualifications, Limitations and Restrictions of the Series A
Preferred Stock (incorporated by reference to Exhibit A of the Rights Agreement filed as Exhibit
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 on this 16th day
of May, 2005.
/s/ S. Colin Neill
Name: S. Colin Neill
Title: Chief Financial Officer
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