-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AGDgnWIvfjk1nw002XnuYeVi48tcouIIxPFLtRLrkfTfWqtDPvYI5wDIf8bHGyVm 757vYiRgc1oNO+V5/GUE4w== 0000891618-03-000914.txt : 20030214 0000891618-03-000914.hdr.sgml : 20030214 20030214164444 ACCESSION NUMBER: 0000891618-03-000914 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030131 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVELO INC CENTRAL INDEX KEY: 0000907654 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363855489 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22873 FILM NUMBER: 03568333 BUSINESS ADDRESS: STREET 1: 670 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: 4085248100 MAIL ADDRESS: STREET 1: 670 ALMANOR AVE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: HYSEQ INC DATE OF NAME CHANGE: 19970610 8-K/A 1 f87723a1e8vkza.htm FORM 8-K/A Nuvelo, Inc. Form 8-K/A 1-31-03
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8-K/A

AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of earliest event reported: January 31, 2003

NUVELO, INC.

(Exact Name of Registrant as Specified in Charter)
         
Nevada   000-22873   36-3855489
 
 
(State or Other Jurisdiction of
Incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

670 Almanor Avenue, Sunnyvale, California 94085

(Address of Principal Executive Offices) (Zip Code)

(408) 524-8100

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

ITEM 5. OTHER EVENTS
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 23.1

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          As set forth below, Nuvelo, Inc. hereby amends its Current Report on Form 8-K filed on February 4, 2003 in connection with the merger of Hyseq, Inc. and Variagenics, Inc. with Hyseq as the surviving entity and changing its name to Nuvelo.

ITEM 5. OTHER EVENTS

          As part of a restructuring plan formulated by Variagenics during the quarter ended June 30, 2002, management identified certain laboratory equipment with a net book value of $2.3 million that will no longer be required by Variagenics. These assets were decommissioned and determined to be available for sale. During the quarter ending June 30, 2002, an impairment charge of $0.9 million related to this equipment was recorded to write the assets down to their estimated net realizable value in accordance with FAS 144 “Accounting for Impairment or Disposal of Long-Lived Assets.” During the quarter ended December 31, 2002, upon a change in market conditions, Variagenics determined that an additional write down of $1.3 million was required in order to bring the carrying amount of these assets to their net realizable value.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Financial Statements of Business Acquired

          Variagenics’ audited consolidated balance sheets as of December 31, 2001 and 2000, audited consolidated statements of operations, stockholders’ equity and cash flows for each of the three years ended December 31, 2001, the accompanying notes and the report of Independent Accountants are incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002.

          Variagenics’ unaudited consolidated balance sheets as of September 30, 2002 and December 31, 2002, unaudited consolidated statements of operations for the three and nine months ended September 30, 2002, unaudited consolidated statements of cash flows for the nine months ended September 30, 2002 and 2001 and the accompanying notes are incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002.

     (b)  Pro Forma Financial Information

          Hyseq’s unaudited pro forma condensed combining statement of operations for the nine months ended September 30, 2002 and the year ended December 31, 2002, unaudited pro forma condensed combining balance sheet as of September 30, 2002 and the accompanying notes are incorporated herein by reference to the joint proxy

 

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statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002.

     (c)  Exhibits

     
23.1   Consent of PricewaterhouseCoopers LLP, Independent Auditors
     
99.1   Variagenics’ audited consolidated balance sheets as of December 31, 2001 and 2000, audited consolidated statements of operations, stockholders’ equity and cash flows for each of the three years ended December 31, 2001, the accompanying notes and the report of Independent Accountants (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002).
     
99.2   Variagenics’ unaudited consolidated balance sheets as of September 30, 2002 and December 31, 2002, unaudited consolidated statements of operations for the three and nine months ended September 30, 2002, unaudited consolidated statements of cash flows for the nine months ended September 30, 2002 and 2001 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002).
     
99.3   Hyseq’s unaudited pro forma condensed combining statement of operations for the nine months ended September 30, 2002 and the year ended December 31, 2002, unaudited pro forma condensed combining balance sheet as of September 30, 2002 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002).

 

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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.

         
    NUVELO, INC.
    (Registrant)
         
    By:   /s/ Peter S. Garcia
       
        Peter S. Garcia
        Senior Vice President and Chief Financial Officer
         

Dated: February 14, 2003

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EXHIBIT INDEX

     
Exhibit    
No.   Description
 
23.1   Consent of PricewaterhouseCoopers LLP, Independent Auditors
     
99.1   Variagenics’ audited consolidated balance sheets as of December 31, 2001 and 2000, audited consolidated statements of operations, stockholders’ equity and cash flows for each of the three years ended December 31, 2001, the accompanying notes and the report of Independent Accountants (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002).
     
99.2   Variagenics’ unaudited consolidated balance sheets as of September 30, 2002 and December 31, 2002, unaudited consolidated statements of operations for the three and nine months ended September 30, 2002, unaudited consolidated statements of cash flows for the nine months ended September 30, 2002 and 2001 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002).
     
99.3   Hyseq’s unaudited pro forma condensed combining statement of operations for the nine months ended September 30, 2002 and the year ended December 31, 2002, unaudited pro forma condensed combining balance sheet as of September 30, 2002 and the accompanying notes (incorporated herein by reference to the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq with the Securities and Exchange Commission on December 13, 2002).

  EX-23.1 3 f87723a1exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Current Report on Form 8-K/A of Nuvelo, Inc. of our report dated February 13, 2002, except for Note 20, as to which the date is November 25, 2002, relating to the financial statements of Variagenics, Inc., which report appears in the joint proxy statement/prospectus in the Registration Statement on Form S-4/A filed by Hyseq, Inc. with the Securities and Exchange Commission on December 13, 2002 /s/ PricewaterhouseCoopers LLP Boston, Massachusetts February 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----