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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) JULY 1, 1998
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DIGENE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-28194 52-1536128
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
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9000 VIRGINIA MANOR ROAD
BELTSVILLE, MARYLAND 20705
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code (301) 470-6500
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On July 1, 1998, the Registrant issued 181,884 shares of its
Common Stock, par value $0.01 per share, as consideration for its purchase of
all of the outstanding capital stock (the "Shares") of Viropath B.V., a limited
company with limited liability, registered at Amsterdam, The Netherlands
("Viropath"). The Registrant acquired the Shares from three Dutch individuals
and one Dutch foundation. In addition, the Registrant granted options to
purchase an aggregate of 50,000 shares of its Common Stock to the three
Viropath individual shareholders in connection with their execution of
consulting agreements with the Registrant. The options will become exercisable
in equal installments on each of June 30, 1999, 2000, 2001, 2002 and 2003 at
an exercise price of $9.75 per share. The options expire on June 29, 2008.
The offer and sale of the Registrant's Common Stock and the grant
of the options were made outside the United States and therefore no
registration was required under the Securities Act of 1933, as amended, in
accordance with Regulation S thereunder.
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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.
Dated: July 14, 1998 Digene Corporation
By: /s/ Charles M. Fleischman
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Charles M. Fleischman
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
(principal financial officer)
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