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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. 2 for the month of July, 1999
Visible Genetics Inc.
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(Exact name of Registrant)
700 Bay Street, Suite 1000, Toronto ON, Canada M5G 1Z6
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(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 |X|
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VISIBLE GENETICS INC.
On July 9, 1999, Visible Genetics Inc. (the "Company") issued a press release
announcing that E.M. Warburg, Pincus & Co., LLC, signed a Letter of Intent on
behalf of affiliated funds to invest US$30 million in the Company. In
consideration for its investment, Warburg will receive preferred stock
convertible into common shares at US$11.00 per share and warrants to purchase
1,100,000 common shares exercisable for a four-year period at US$12.60 per
share. In addition, Warburg will receive a seat on the Company's Board of
Directors. Closing of the transaction is subject to the completion of definitive
agreements and satisfaction of various closing conditions.
Contemporaneously with the Warburg investment, Hilal Capital Management LLC will
convert into convertible preferred stock and warrants, US$3.9 million of its
existing US$7.0 million loan to the Company's subsidiary, Visible Genetics
Corp., on the same basis. The existing Hilal loan is guaranteed by the Company.
The remaining US$4.1 million in Hilal debt will be retired using the proceeds
from the Warburg investment. After the consummation of these transactions, the
Company will have approximately US$27 million in cash on its balance sheet and
will have repaid all existing loans.
Dividends on the preferred stock will accrue at 9% per year during the first
three years after issuance and 4% per year thereafter. Dividends in cash will be
payable only after the third year, and then only at the Company's option.
Accrued but unpaid dividends will be convertible. One-third of the preferred
stock must be redeemed by the Company in each of 2006, 2007 and 2008 at a price
equal to the amount invested, plus accrued dividends. If the Company fails to
redeem the shares as required, holders may appoint a majority of the Company's
Board of Directors. Preferred stockholders will have the right to participate,
on a pro rata basis, in future Company financings, subject to certain
exceptions. The Company has agreed to file a registration statement by October
30, 1999, registering the common shares underlying the preferred stock and the
warrants, and will grant certain other standard registration rights to the
preferred stockholders.
As previously announced, the Company, in consultation with its auditors,
PricewaterhouseCoopers LLP, has initiated a revised accounting methodology
related to the timing of the recognition of certain sales. In line with this
policy, management believes that second quarter revenue will be approximately
US$1.9 million.
This Form 6-K contains forward-looking statements within the meaning of the
"safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks, uncertainties and other
factors that may cause the Company's results to differ materially from
expectations. These include risks relating to the ability to obtain regulatory
approval, market acceptance of genotyping and the Company's products and other
risks detailed from time to time in the Company's SEC filings, including its
prospectus dated January 4, 1999 and most recent Annual Report on Form 20-F.
These forward-looking statements speak only as of the date hereof. VGI disclaims
any intent or obligation to update these forward-looking statements.
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The Company hereby incorporates by reference this Form 6-K into the Company's
Registration Statements on Form F-3 (File Nos. 333-67607 and 333-68939).
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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, thereunto duly authorized.
VISIBLE GENETICS INC.
Date: July 9, 1999 By: /s/ Jeffrey D. Sherman
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Name: Jeffrey D. Sherman
Title: Vice President, Finance and C.F.O.
