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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): February 14, 2000
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
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (203) 401-3330
Page 1 of 5 pages
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ITEM 5. OTHER EVENTS.
On February 14, 2000, the Registrant publicly disseminated a press release
announcing the sale of an additional $25 million aggregate principal amount of
convertible subordinated debentures to certain initial purchasers. The
information contained in such 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 February 14, 2000.
Page 2 of 5 pages
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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: February 15, 2000 By: /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
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99.1 The Registrant's Press Release 5
dated February 14, 2000.
Page 4 of 5 pages
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Exhibit 99.1
Press Release of the Registrant
CURAGEN COMPLETES $150 MILLION CONVERTIBLE DEBENTURES OFFERING
NEW HAVEN, CT - FEBRUARY 14, 2000 - CuraGen Corporation (NASDAQ: CRGN), a
genomics based drug discovery and development company, announced today the sale
of an additional $25 million aggregate principal amount of convertible
subordinated debentures to certain initial purchasers. The initial purchasers
exercised the over-allotment option granted to them pursuant to CuraGen's recent
offering and sale to such initial purchasers of convertible subordinated
debentures. Total gross proceeds from this offering equal $150 million.
The debentures will be resold by the initial purchasers to qualified
institutional buyers under Rule 144A of the Securities Act of 1933, as amended,
and to non-United States persons outside the U.S. under Regulation S of the
Securities Act.
Interest on the debentures will accrue at a rate of 6% per year, subject to
adjustment in certain circumstances. The debentures will mature in 2007 and are
convertible into shares of CuraGen common stock at a conversion price of
$127.6550 per share, subject to adjustment in certain circumstances.
CuraGen intends to use the net proceeds from the sale of the debentures for
general corporate purposes including its internal discovery and development
programs and the development of new technologies. This offering is subject to
certain market conditions and other factors.
Initially, the debentures will not be registered under the Securities Act or
applicable state securities laws, and may not be offered or sold in the U.S.
absent registration under the Securities Act and applicable state securities
laws or available exemptions from the registration requirements. CuraGen has
agreed to file a shelf registration statement for the debentures and the common
stock issuable upon conversion of the debentures within 90 days of the original
issuance date of the debentures.
CuraGen Corporation is advancing 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 genes, human genetic variations, gene expression, biological pathways, and
potential products that affect these pathways. CuraGen's strategic
collaborators include Abgenix, Inc., Biogen, Inc., COR Therapeutics, Inc.,
Genentech, Inc., Glaxo Wellcome, Inc., Hoffmann-La Roche, Inc., Pioneer Hi-Bred
International, Inc. and Roche Vitamins, Inc. CuraGen employs approximately 300
people and is headquartered in New Haven, CT. Additional information about
CuraGen 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 the Company's ability to successfully enhance
and develop its technologies. 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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