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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): November 15, 2000
CuraGen Corporation
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-23223 06-1331400
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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555 Long Wharf Drive, 11th Floor
New Haven, Connecticut 06511
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 401-3330
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ITEM 5. OTHER EVENTS.
On October 17, 2000, the Securities and Exchange Commission (the
"Commission") declared effective the Registration Statement on Form S-3 (No.
333-47600) (the "Registration Statement") of Curagen Corporation (the
"Company"), which permits the Company to issue up to an aggregate of
$500,000,000 of common stock, preferred stock, debt securities, and warrants.
(The prospectus dated October 17, 2000 included in the Registration Statement is
referred to as the "Prospectus").
On November 16, 2000, the Company issued a press release announcing that it
had entered into an agreement to sell 4.8 million shares of its common stock to
the public (the "Offering Shares") (plus up to an additional 720,000 shares of
its common stock to cover underwriters' over-allotments, if any (the "Over-
Allotment Shares")). A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
The Company filed with the Commission on November 16, 2000 the Prospectus,
together with a supplement to the Prospectus, dated November 15, 2000, relating
to the issuance and sale of the Offering Shares plus any Over-Allotment Shares
(the "Prospectus Supplement"). In connection with the filing of the Prospectus
and Prospectus Supplement with the Commission, the Company is filing the
underwriting agreement relating thereto as part of this Current Report on Form
8-K as Exhibit 1.1 and the legal opinion of the Company's counsel, Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. as to the validity of the securities being
registered as Exhibit 5.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 1.1 - Underwriting Agreement
Exhibit 5.1 - Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., regarding legality of securities being registered.
Exhibit 99.1 - Press Release dated November 16, 2000.
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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: November 15, 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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1.1 Underwriting Agreement 5
5.1 Opinion of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.,
regarding legality of securities
being registered. 30
99.1 Press Release dated
November 16, 2000. 32
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