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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
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Date of Report (Date of earliest event reported): September 7, 1999
CuraGen Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-23223 06-1331400
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
555 Long Wharf Drive, 11th Floor
New Haven, Connecticut 06511
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 401-3330
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Page 1 of 6 pages
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ITEM 5. OTHER EVENTS.
On September 8, 1999, the Registrant publicly disseminated a press release
announcing that the Registrant entered into a definitive agreement for the sale
of 1,500,000 shares of the Registrant's common stock, at a purchase price of
$10.00 per share, in a private placement to funds managed by Pequot Capital
Management, Inc. The information contained in the press release is incorporated
herein by reference and filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated September 8, 1999.
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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.
CURAGEN CORPORATION
(Registrant)
Date: September 8, 1999 /s/ David M. Wurzer
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David M. Wurzer
Executive Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
99.1 The Registrant's Press Release 5
dated September 8, 1999.
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Exhibit 99.1
Press Release of the Registrant
NEW HAVEN, Conn., Sept. 8 /PRNewswire/ -- CuraGen Corporation (Nasdaq: CRGN), an
integrated genomics-based drug discovery and development company, today
announced a definitive agreement for the sale of 1.5 million newly issued shares
of CuraGen Common Stock to funds managed by Pequot Capital Management, Inc. This
stock is being issued at a per share price of $10, valuing this private
placement at $15 million.
"Pequot traditionally invests in leading high technology companies. We believe
CuraGen is a strong investment opportunity, given the way they have uniquely
integrated powerful genomic and information technologies," commented Arthur
Samberg, Chairman and CEO of Pequot Capital Management, Inc.
"We are pleased with the decision of Pequot Capital Management to invest in
CuraGen Corporation. This investment provides further endorsement of CuraGen's
business strategy. We anticipate utilizing the funds derived from this financing
to further advance CuraGen's technology platform and propel the development of
the Company's proprietary drug pipeline," stated Jonathan M. Rothberg, Ph.D.,
Founder, Chairman, and CEO of CuraGen Corporation.
CuraGen intends to invest the proceeds of this placement in the continued
refinement and expansion of its base of functional genomics technologies and
databases. These technologies are being utilized to drive near-term revenues by
advancing the product discovery and development efforts of the Company's
collaborators. CuraGen is simultaneously building long-term value by applying
its technology base to the development of products for the treatment of complex
diseases including diabetes and other metabolic disorders, cancer, and
autoimmune and cardiovascular diseases. The recent expansion of CuraGen's cSNP
database is providing a wealth of knowledge for the Company's efforts in
developing more effective drugs, and advancing the field of personalized
medicine. About Pequot Capital Management, Inc.
Pequot Capital Management, Inc. manages six limited partnerships, three offshore
funds, and four private equity/venture capital funds, focusing primarily in the
technology, healthcare, telecommunications, media, and retail markets. The firm
has a growth orientation, utilizing its more than 40 internal research
professionals to identify companies that have substantial growth opportunities.
About CuraGen Corporation
CuraGen Corporation is revolutionizing the discovery and development of
pharmaceutical and life science products through the systematic application of
genomics. CuraGen's fully-integrated, Internet-based genomics technologies,
services, and information systems are designed to rapidly generate comprehensive
information about human genetic variations, gene expression, biological
pathways, and potential products that affect these pathways. CuraGen's research
collaborators include Biogen (BGEN), COR Therapeutics (CORR), Genentech (DNA),
Glaxo Wellcome (GLX), Hoffmann-La Roche, and Pioneer Hi-Bred International
(PHB). The Company employs over 300 people and is headquartered in New Haven,
CT, with additional facilities in Branford, CT and Alachua, FL. Additional
Company information is available at www.curagen.com.
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This release may contain forward-looking statements that are subject to certain
risks and uncertainties, including statements regarding the Company's intended
use of the proceeds from the private placement, the belief that the Company is a
strong investment opportunity, and the fact that the investment is an
endorsement of the Company's business strategy. Such statements are based on
management's current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The Company cautions investors that
there can be no assurance that actual results or business conditions will not
differ materially from those projected or suggested in such forward-looking
statements as a result of various factors, including, but not limited to, the
following: the Company's early stage of development, technological uncertainty
and product development risks, uncertainty of additional funding, reliance on
research collaborations, competition, the Company's ability to protect its
patents and proprietary rights and uncertainties relating to commercialization
rights.
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