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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
December 12, 2000
Date of Report (date of earliest event reported)
NANOGEN, INC.
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(Exact name of Registrant as specified in charter)
Delaware 000-23541 33-0489621
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(State or other jurisdiction (Commission File Number) (I. R. S. Employer
of incorporation) Identification No. )
10398 Pacific Center Court
San Diego, California 92121
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 410-4600
N/A
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On December 11, 2000, Nanogen, Inc., amended its Rights Agreement to permit
Citigroup Inc. and its affiliates and associates to acquire up to 25% of the
outstanding common stock of Nanogen without triggering the ability of
stockholders to exercise the rights governed by the Rights Agreement. Citigroup
must maintain its status as a filer on Form 13-G with respect to its beneficial
ownership of Nanogen common stock to continue to take advantage of this
exception.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
4.1 Amendment No. 1 to Rights Agreement dated as of December 11,
2000 between Nanogen, Inc. and FleetBoston, N.A.
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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.
Date: December 12, 2000 NANOGEN, INC.
/s/ Kieran T. Gallahue
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Kieran T. Gallahue
President and Chief Financial Officer
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Exhibit Index
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Exhibit Number Exhibit Title
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4.1 Amendment No. 1 to Rights Agreement dated as of December 11,
2000 between Nanogen, Inc. and FleetBoston, N.A.
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