<PAGE>
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
PURSUANT to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
Filing No. 1 for the month of December, 1998
Visible Genetics Inc.
--------------------------
(Exact name of Registrant)
700 Bay Street, Suite 1000, Toronto ON, Canada M5G 1Z6
------------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F __
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes __ No __
- - --------------------------------------------------------------------------------
<PAGE>
VISIBLE GENETICS INC.
The Company and Virology Networks have agreed to form a new company
that will produce traceable quality control and quantitative standards for
identifying HIV, Hepatitis B, Hepatitis C, CMV (cytomegalovirus, a herpes virus)
and other infectious organisms. These standards are used by laboratories to
monitor the quality of the results of tests they conduct to identify infectious
diseases. It is anticipated that the new company will also develop a large-scale
database of HIV genotypes in Europe and the United States of new and existing
HIV mutations and their resistance to specific HIV drugs. In addition, the new
entity will work to develop new methods and technology for long term, stabilized
RNA storage and will also provide independent statistical analysis of test
results.
Virology Networks is based in the Netherlands, and was founded by Dr.
Charles A. B. Boucher and Tom S. Schwartz. Both of them will be involved in the
new company. The Company will receive a 51% interest in the new entity and will
control its board of directors, in exchange for the Company's commitment to
finance the development of the business. In addition, the Company will issue to
the shareholders of Virology Networks 35,000 Common Shares. The Company expects
to enter into definitive agreements and begin operations of the new entity
during 1999.
On or about December 10, 1998, the Company issued a press release with
respect to the foregoing.
The Company hereby incorporates by reference the text of this Form 6-K
(but not the Exhibit hereto) into the Company's Registration Statement on Form
F-3 (File No. 333-6760).
Exhibit 1. Press release - "Visible Genetics Inc. Enters Agreement to
Establish Visible Molecular Standards Inc."
2
<PAGE>
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, thereunto duly authorized.
VISIBLE GENETICS INC.
Date: December 15, 1998 By: /s/ Jeffrey D. Sherman
------------------------------------------
Name: Jeffrey D. Sherman
Title: Vice President, Finance and C.F.O.
3
<PAGE>
VISIBLE GENETICS INC. ENTERS AGREEMENT TO ESTABLISH
VISIBLE MOLECULAR STANDARDS INC.
Joint Venture Will Add Quality Assurance Program to Visible Genetics'
Genotyping Capability And Create Synergy for Development of Database of
Mutant HIV Strains
TORONTO, CANADA (December 10, 1998): Visible Genetics Inc. (VGI, Nasdaq:
VGIN) announced today it has entered into an agreement with Virology
Networks (VN), a company located in Utrecht, The Netherlands. VN was
founded by Dr. Charles A. B. Boucher and Tom S. Schwarz, who are
internationally recognized for establishing quality standards for
Page 1
<PAGE>
identifying many different viruses. VGI and VN will form a joint venture,
Visible Molecular Standards Inc. (VMS) in Utrecht. VGI will contribute
35,000 common shares of Visible Genetics stock and a commitment to finance
the continued development of VMS. This relationship further solidifies
VGI's leadership position in HIV genotyping.
VMS will produce traceable quality control and quantitative standards for
identifying HIV, Hepatitis B, Hepatitis C, CMV and other infectious
organisms, using FDA Current Good Manufacturing Practices (cGMP).
Laboratories routinely use these standards to monitor the quality of the
results of tests they conduct to identify infectious diseases.
In addition, VMS will develop a large-scale database of HIV genotypes in
Europe and the United States of new and existing HIV mutations and their
resistance to specific HIV drugs. The joint venture will also develop new
methods and technology for long-term, stabilized RNA storage and provide
independent statistical analysis of test results to customers.
"You couldn't find a more capable and accomplished group than the one led
by Dr. Charles Boucher and Tom Schwarz to produce virological standards,"
said John K. Stevens, CEO of Visible Genetics. "They have a long history of
setting the highest standards in the world for quality control virological
specimens. This joint venture will ensure the quality, accuracy and
Page 2
<PAGE>
reproducibility of our HIV assays and makes Visible Genetics the only
company with a total solution for HIV genotyping. The Visible Genetics
system includes DNA/RNA extraction, genotyping test kits, a fast clinical
DNA sequencer, support software, and now with this VMS venture, VGI has an
independent source of positive HIV controls. The VMS customer-based quality
assurance program will set new standards for DNA based assays."
Virology Networks currently supplies several large companies and their
customers with HIV quality control standards and will remain independent of
VGI operationally. VMS will also be actively involved in VGI's recently
announced Vigilance program. The program is a pan-European trial designed
to give physicians who treat HIV infections access to VGI's TruGene(tm)
genotyping assay to determine the drug resistance characteristics of HIV
strains.
Visible Genetics Inc. manufactures and markets high performance automated
DNA sequencing systems and complete diagnostic kits for the analysis of
genes linked to disease. The Company's OpenGene system employs proprietary
stratified DNA testing and single-tube, single-step sequencing methods to
significantly reduce the time and cost involved in identifying clinically
relevant genetic information. VGI is a leader in the emerging field of
pharmacogenomics, which uses genetic information in the identification,
analysis, and treatment of medical conditions in order to improve patient
Page 3
<PAGE>
care and reduce healthcare costs.
###
---
Jeffrey D. Sherman
Visible Genetics Inc.
[email protected], (416) 813-3266
Page 4
