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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 5, 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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 401-3330
Page 1 of 6 pages
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ITEM 5. OTHER EVENTS.
CuraGen Corporation has launched 454 Corporation, a majority owned
subsidiary established to develop novel technologies for use in drug discovery,
preclinical development, and pharmacogenetics. On June 5, 2000, 454 Corporation
sold 4 million shares of series B preferred stock to Soros Fund Management,
L.L.C., Cooper Hill Partners, L.L.C. and members of CuraGen's senior management
team and related parties for an aggregate purchase price of $20 million.
Simultaneously, CuraGen agreed to sell to Soros Fund Management and Cooper Hill
Partners 5 year warrants to purchase 937,500 shares of its common stock at
$32.375 per share (an 8.3% premium to the average closing price over the
preceding ten days) for an aggregate purchase price of $12.5 million.
To complete the funding of 454 Corporation and in exchange for 6 million
shares of series A preferred stock, CuraGen contributed to 454 Corporation $20
million in cash (including the $12.5 million from the warrant sale) and
technologies for conducting genomic analyses.
The independent members of CuraGen's board of directors approved all of
the foregoing transactions, after receipt of a fairness opinion from an
investment bank. All of the foregoing securities are restricted securities for
purposes of the Securities Act. With respect to the CuraGen common stock
underlying the warrants issued to Soros Fund Management and Cooper Hill
Partners, CuraGen has agreed to file a registration statement with the
Securities and Exchange Commission within 45 days.
The press release related to the foregoing 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 June 6, 2000.
Page 2 of 6 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: June 6, 2000 By: /s/ David Wurzer
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Executive Vice President 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 June 6, 2000.
Page 4 of 6 pages
