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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): December 23, 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.)
1201 Clopper Road
Gaithersburg, Maryland 20878
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(Address of Principal (Zip Code)
Executive Offices)
(301) 944-7000
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(Registrant's Telephone Number, Including Area Code)
Former Address: 9000 Virginia Manor Road, Beltsville, Maryland 20705
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On December 23, 1999, Digene Corporation and certain of its
stockholders completed a private placement of 1,500,000 shares of Digene's
common stock to selected institutional and other accredited investors pursuant
to Purchase Agreements, dated as of November 18, 1999. Of these shares, 900,000
shares were sold by Digene, and 600,000 shares were sold by the selling
stockholders. The purchase price per share was $13.00. A resale registration
statement relating to these shares was declared effective by the Securities and
Exchange Commission on December 23, 1999. The press release announcing the
completion of this private placement is attached as Exhibit 99.1.
In addition, effective as of January 1, 2000, the address of
Digene's principal executive offices will be 1201 Clopper Road, Gaithersburg,
Maryland 20878, and its telephone number will be 1-800-DIGENE-1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated December 28, 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: December 30, 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 COMPLETION OF $19.5 MILLION
PRIVATE PLACEMENT OF COMMON SHARES
BELTSVILLE, Maryland, December 28, 1999 -- Digene Corporation (Nasdaq:DIGE)
today announced that it and certain of its stockholders completed a private
placement of an aggregate of 1,500,000 shares of its common stock to selected
institutional and other accredited investors on December 23, 1999. 900,000
shares were sold by the Company, and 600,000 shares were sold by the selling
stockholders. The purchase price per share was $13.00. A resale registration
statement relating to these shares was declared effective by the Securities and
Exchange Commission on December 23, 1999. Prudential Vector Healthcare Group, a
unit of Prudential Securities, served as placement agent for the private
placement.
Digene's Chairman and Chief Executive Officer, Evan Jones, stated "We are very
pleased that this financing has been successfully completed and that these
investors have made a 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 to provide working
capital for other general corporate purposes."
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 an offer, solicitation or sale would be unlawful prior to
qualification under the securities laws of any such state.
Digene Corporation develops, manufactures and markets proprietary DNA and RNA
testing systems for the screening, monitoring and diagnosis of human diseases.
The Company has developed and are commercializing its patented Hybrid Capture
Gene Analysis System and tests in three areas: women's cancers and infectious
diseases, blood viruses, and pharmaceutical clinical research. The Company's
product portfolio 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
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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/A under the caption "Additional Considerations."
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