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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): November 18, 1999
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DIGENE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28194 52-1536128
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(State or Other (Commission File (IRS Employer
Jurisdiction of Incorporation) Number) Identification No.)
9000 Virginia Manor Road
Beltsville, Maryland 20705
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(Address of Principal (Zip Code)
Executive Offices)
(301)470-6500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On November 18, 1999, Digene Corporation and certain of its
stockholders entered into definitive agreements for the private placement of an
aggregate of 1,500,000 shares of Digene's common stock to selected institutional
and other accredited investors. Of these shares, 900,000 shares will be sold by
Digene, and 600,000 shares will be sold by the selling stockholders. The
purchase price per share is $13.00. The closing of this financing will occur
promptly following the declaration of effectiveness of a resale registration
statement relating to the shares filed with the Securities and Exchange
Commission. The press release announcing this private placement is attached as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated November 19, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIGENE CORPORATION
(Registrant)
/s/ Charles M. Fleischman
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Date: November 23, 1999 By: Charles M. Fleischman
Title: President and Chief
Financial Officer
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Exhibit 99.1
NEWS RELEASE
CONTACT:
Charles M. Fleischman
President and Chief Financial Officer
Digene Corporation
(301) 470-6500
FOR IMMEDIATE RELEASE
DIGENE CORPORATION ANNOUNCES $19.5 MILLION PRIVATE PLACEMENT OF
COMMON SHARES
BELTSVILLE, Maryland, November 19, 1999 -- Digene Corporation (Nasdaq:DIGE)
today announced that it and certain of its stockholders have entered into
definitive agreements for the private placement of an aggregate of 1,500,000
shares of its common stock to selected institutional and other accredited
investors. 900,000 shares will be sold by the Company, and 600,000 shares will
be sold by the selling stockholders. The purchase price per share is $13.00. The
closing of this financing will occur promptly following the declaration of
effectiveness of a resale registration statement relating to the shares to be
filed with the Securities and Exchange Commission. Prudential Vector Healthcare
Group, a unit of Prudential Securities, served as placement agent for the
private financing.
Digene's Chairman and Chief Executive Officer, Evan Jones stated, "We are very
pleased that these investors have made this significant investment in our
company. The proceeds from the private placement will enable Digene to further
expand our sales and marketing activities, to fund increased research and
development, including clinical trials for products using our next generation
Hybrid Capture(R) technology, to expand our manufacturing capabilities, and
provide working capital for other general corporate purposes."
A registration statement relating to the resale of these securities by the
purchasers is expected to be filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be accepted prior to the
time that the registration statement becomes effective. This news release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.
Digene Corporation (NASDAQ:DIGE) develops, manufactures and markets proprietary
DNA and RNA testing systems for the screening, monitoring and diagnosis of human
diseases. We have developed and are commercializing our patented Hybrid Capture
Gene Analysis System and tests in three areas: women's cancers and infectious
diseases, blood viruses, and pharmaceutical clinical research. Our product
portfolio also includes DNA tests for the detection of human papillomavirus, or
HPV, and other sexually transmitted infections, including chlamydia and
gonorrhea, and tests for blood viruses.
Statements in this news release may constitute forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Although
Digene believes that its expectations are based on reasonable assumptions within
the bounds of Digene's knowledge of its business and operations, there can be no
assurance that actual results will not differ materially from Digene's
expectations. Factors that might cause or contribute to such differences are
included in Digene's Annual Report on Form 10-K, under the caption "Additional
Considerations."
