-----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, BgjbD1l+AEWzPx8YcXwb0seL9w/heqQKH59a7qgIaD7f/9hYXVhfkcCOSkeyyaRw 3B/lHlnJuBguwjcva9MmLw== 0000891836-00-000073.txt : 20000214 0000891836-00-000073.hdr.sgml : 20000214 ACCESSION NUMBER: 0000891836-00-000073 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000209 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFYMETRIX INC CENTRAL INDEX KEY: 0000913077 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770319159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28218 FILM NUMBER: 534495 BUSINESS ADDRESS: STREET 1: 3380 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4085226000 MAIL ADDRESS: STREET 1: 3380 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 8-K 1 FORM 8-K CURRENT REPORT - -------------------------------------------------------------------------------- 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): February 9, 2000 AFFYMETRIX, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-28218 77-0319159 - ------------------------ ------------------------ ------------------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 3380 Central Expressway, Santa Clara, California 95051 ------------------------------------------------------ Address of Principal Executive Offices Registrant's telephone number, including area code : (408) 731-5000 - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On February 9, 2000, Genetic MicroSystems, Inc. ("GMS"), a Massachusetts corporation, merged with and into GMS Acquisition, Inc. ("Merger Sub"), a Massachusetts corporation and wholly owned subsidiary of Affymetrix, Inc. (the "Company"). As a result of the merger, GMS became a wholly owned subsidiary of the Company. In the merger, each share of GMS common and preferred stock issued and outstanding prior to the consummation of the merger (other than those shares owned by the Company or GMS) was converted into, and became exchangeable for the right to receive 0.2797 of a share of common stock of the Company, together with the associated purchase rights. Moreover, each option or warrant exercisable for GMS common or preferred stock issued and outstanding prior to the consummation of the merger (other than those options or warrants owned by the Company or GMS) was converted into an option or warrant exercisable for the same fraction of a share of Affymetrix common stock, together with associated purchase rights, under the same terms and conditions as existed for the original option or warrant. As a result of the merger, the Company will issue, in the aggregate, 1,070,000 shares of common stock of the Company. A copy of the press release issued in connection therewith is filed as an Exhibit hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99.1 Press Release. 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. AFFYMETRIX, INC. Dated: February 11, 2000 By: /s/ Vern Norviel --------------------------------------------- Name: Vern Norviel Title: Senior Vice President, General Counsel and Corporate Secretary EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release EX-99.1 2 PRESS RELEASE FOR IMMEDIATE RELEASE - --------------------- Contact: Affymetrix, Inc. ---------------- Edward M. Hurwitz Anne Bowdidge Vice President and Associate Director Chief Financial Officer of Investor Relations (408) 731-5000 (408) 731-5925 AFFYMETRIX COMPLETES ACQUISITION OF GENETIC MICROSYSTEMS SANTA CLARA, CA -FEBRUARY 10, 2000- Affymetrix, Inc., (NASDAQ: AFFX) announced today the completion of its acquisition of Genetic MicroSystems, Inc. (GMS), a privately-held DNA instrumentation company located in Woburn, Mass. In the acquisition, which was announced on September 13, 1999, Affymetrix will issue shares of its common stock in exchange for all of the outstanding capital stock of GMS. The transaction is intended to qualify as a tax-free reorganization and to be accounted for as a pooling of interests. GMS will operate as a wholly owned subsidiary of Affymetrix and will maintain its facilities and operations in Woburn, Mass. Affymetrix will offer the GMS product line as a complement to its GeneChip(R) platform for researchers who want the flexibility to make low-volumes of microarrays using both known and unknown genes. Affymetrix will continue to market its GeneChip platform to researchers desiring quantitative, reproducible genetic data for both expression and genotyping applications. "Now that the acquisition is complete, we can accelerate our efforts to integrate GMS' capabilities to enhance our existing product offerings, including software, instrumentation and applications support," said Susan E. Siegel, President of Affymetrix. "This acquisition further expands our ability to provide the research community with a comprehensive solution for all their gene expression analysis needs and other DNA array applications." Affymetrix is a leader in developing and commercializing systems to acquire, analyze and manage complex genetic information in order to improve the quality of life. The Company's GeneChip system consists of disposable DNA probe arrays containing gene sequences on a chip, reagents for use with the probe arrays, a scanner, and other instruments to process the probe arrays and software to analyze and manage genetic information. The Company's spotted array system enables individual researchers to create and analyze custom microarrays on an easy-to-use, cost efficient platform. Additional information on Affymetrix and GeneChip technology can be found at www.affymetrix.com. All statements in this press release that are not historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act as amended, including statements regarding Affymetrix' "expectations," "beliefs," "hopes," "intentions," "strategies" or the like. Such statements are subject to risks and uncertainties that could cause actual results to differ materially for Affymetrix from those projected, including, but not limited to, uncertainties relating to technological approaches, product development, manufacturing, market acceptance, uncertainties related to cost and pricing of Affymetrix products, dependence on collaborative partners, uncertainties relating to sole source suppliers, uncertainties relating to FDA and other regulatory approvals, competition, risks relating to intellectual property of others and the uncertainties of patent protection and litigation. These and other risk factors are discussed in Affymetrix' Annual Report on Form 10-K for the year ended December 31, 1998, Form l0-Q for the quarter ended September 30, 1999, Form S-3 filed July 12, 1999, as amended, Form S-3 filed December 10, 1999 and Form S-4 filed October 14, 1999 as amended. Affymetrix expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Affymetrix' expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. Affymetrix, GeneChip and the Affymetrix logo are registered trademarks used by Affymetrix, Inc. -----END PRIVACY-ENHANCED MESSAGE-----