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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
Date of Report (Date of earliest event reported): SEPTEMBER 28, 1998
GENE LOGIC INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-23317 06-1411336
(Commission File No.) (IRS Employer Identification No.)
708 QUINCE ORCHARD ROAD
GAITHERSBURG, MARYLAND 20878
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (301) 987-1700
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Current Report on Form 8-K contains or incorporates
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The forward-looking statements contained herein involve risks and
uncertainties that could cause actual results to differ materially from those
ascribed in such forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the possibility
that some or all of the objectives of the merger transaction involving Gene
Logic Inc., a Delaware corporation (the "Company"), Gene Logic Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of the Company
("Merger Sub") and Oncormed, Inc., a Delaware corporation ("Oncormed"), will not
be achieved, potential problems associated with integrating the two companies,
including the risk that key employees will choose to leave, acceptance of the
merger by corporate partners and the market, as well as risks and uncertainties
associated with the ongoing businesses of the Company and Oncormed as discussed
in their respective Annual Reports on Form 10-K for the year ended December 31,
1997, their other reports and documents filed periodically with the Securities
and Exchange Commission (the "SEC") and in Company's Registration Statement on
Form S-4 (No. 333-60135), as amended (the "Registration Statement").
On September 28, 1998, Oncormed was merged with and into Merger Sub
pursuant to an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") dated July 6, 1998, among the Company, Merger Sub and Oncormed. The
description contained in this Item 2 of the transactions contemplated by the
Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1.
The merger of Oncormed with and into Merger Sub (the "Merger") became
effective at the time of the filing of a Certificate of Merger with the office
of the Secretary of State of the State of Delaware on September 28, 1998 (the
"Effective Time"). At the Effective Time (i) Oncormed ceased to exist and (ii)
subject to the provisions in the Merger Agreement relating to the payment of
cash in lieu of fractional shares, each share of Common Stock, $0.01 par value,
of Oncormed ("Oncormed Common Stock") outstanding immediately prior to the
Effective Time was converted into the right to receive .4673 of a share (the
"Exchange Ratio") of Common Stock, $0.01 par value, of the Company ("Company
Common Stock").
As a result of the Merger, the Company will issue a total of 4,849,815
shares of Company Common Stock to the former holders of Oncormed Common Stock,
which amount constitutes approximately 24.7% of the Company's Common Stock
outstanding immediately after the consummation of the Merger. Cash payments will
be made for fractional shares resulting from the conversion. The Company will
use its current cash resources to fund the payments for fractional shares.
Douglas Dolginow, M.D., the former President and Chief Operating
Officer of Oncormed, a former stockholder of Oncormed and the Senior Vice
President, Pharmacogenomics of the Company as of the Effective Time, will
receive 102,221 shares of Company Common Stock and $3.61 in lieu of fractional
shares in exchange for his Oncormed Common Stock.
2.
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On September 28, 1998, the Company issued a press release relating to
the consummation of the Merger. A copy of the press release is attached hereto
as Exhibit 99.2.
The Merger is intended to qualify as a tax-free reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended,
and for accounting purposes will be treated as a purchase.
The Company uses a proprietary system, based on analysis of gene
expression and regulation, designed to discover drug targets and drug leads. The
Company's objective is to provide its pharmaceutical company partners with novel
drug targets, drug leads and a suite of genomic database products to reduce the
time, cost and risk associated with drug discovery.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENT OF BUSINESSES ACQUIRED.
(1) Audited financial statements of Oncormed as of
December 31, 1997 and 1996, and for the years ended
December 31, 1997, 1996 and 1995 and for the period
from inception (July 12, 1993) through December 31,
1997, with an audit report by Arthur Andersen LLP,
were previously reported on pages F-25 through F-42
of the Registration Statement. Unaudited financial
statements as of June 30, 1998, and for the six-month
periods ended June 30, 1998 and 1997 were previously
reported on pages F-45 through F-51 of the
Registration Statement.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information at June 30, 1998
and for the year ended December 31, 1997 and the six
months ended June 30, 1998 were previously reported
on pages 32 through 37 of the Registration Statement.
(c) EXHIBITS.
Exhibit No. Description
99.1* Agreement and Plan of Merger and Reorganization dated July 6,
1998 by and between the Company, Merger Sub and Oncormed.
99.2 Press Release dated as of September 28, 1998 relating to the
consummation of the Merger Agreement.
* Incorporated by reference from exhibit to Schedule 13D filed by the
Company with the Securities Exchange Commission on July 10, 1998.
3.
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SIGNATURE
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.
GENE LOGIC INC.
Dated: October 8, 1998 By: /s/ Michael J. Brennan
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Michael J. Brennan, M.D., Ph.D.
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
99.1* Agreement and Plan of Merger and Reorganization dated July 6,
1998 by and between the Company, Merger Sub and Oncormed.
99.2 Press Release dated as of September 28, 1998 relating to the
consummation of the Merger Agreement.
* Incorporated by reference from exhibit to Schedule 13D filed by the
Company with the Securities Exchange Commission on July 10, 1998.
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Exhibit 99.2
[LETTERHEAD OF GENE LOGIC INC.]
News Release
CONTACTS:
Stephen Push Stacey Levas
Vice President, Corporate Associate, Corporate
Communications Communications
301.987.1700 301.987.1700
For Immediate Release
GENE LOGIC COMPLETES ACQUISITION OF ONCORMED
GAITHERSBURG, Md. Sept. 28th, 1998--Gene Logic Inc. (Nasdaq: GLGC) and Oncormed
Inc. (AMEX: ONM) announced that Gene Logic today completed its acquisition of
Oncormed, following separate special meetings in which the companies' respective
stockholders approved the transaction.
Oncormed common stock ceased trading after the close of the market today.
As a result of the transaction, Oncormed stockholders are entitled to receive
0.4673 of a share of Gene Logic common stock for each share of Oncormed common
stock they hold.
In the transaction, Gene Logic will issue 4,849,815 shares of common stock
to the Oncormed stockholders, bringing the company's total shares outstanding to
approximately 19.6 million.
The transaction will be accounted for as a "purchase." The estimated total
purchase price is $39.1 million, including transaction costs. In the third
quarter, Gene Logic expects to write off a significant portion of this cost as
acquired in-process research and development.
Almost all of Oncormed's scientific staff is joining Gene Logic, generally
filling positions Gene Logic had budgeted before proposing the acquisition.
Gene Logic believes the strategic fit between the two businesses will
enable it to expand its operations more quickly and cost-effectively than would
have been possible through internal development alone. In particular, Gene Logic
expects to derive significant benefits from three Oncormed programs:
1.
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- - The acquisition establishes Gene Logic's presence in the pharmacogenomics
field, with the company entering into collaborative relationships with
Rhone-Poulenc Rorer, Schering-Plough Research Institute, and Merck & Company
Inc. Pharmacogenomics involves the use of genetic information to target drugs
to those patients most likely to benefit. Gene Logic believes it can expand
this business significantly by applying its READS(TM) differential display
technology, which reveals differences in gene expression that may be
correlated with differences in patients' responses to drug therapy.
- - Gene Logic has acquired Oncormed's extensive experience in production-scale
use of a variety of DNA chip platforms. The company will apply this expertise
to its Flow-thru Chip(TM), designed for high-throughput screening for
identifying novel drug leads. Gene Logic intends to continue Oncormed's
collaborative relationship with Affymetrix Inc. to develop gene-expression
databases using Affymetrix GeneChips(TM).
- - Gene Logic has acquired Oncormed's repository of human tissue samples
specially collected for use in gene-expression studies. Most tissue
repositories are not suitable for such studies because of the ways in which
the tissues were collected and preserved. The Oncormed repository will
facilitate Gene Logic's development of proprietary databases of
gene-expression information from a variety of normal and diseased human
tissues.
ING Baring Furman Selz LLC and Hambrecht & Quist LLC acted as financial
advisors to Gene Logic and Oncormed, respectively, in connection with the
transaction.
Gene Logic combines genomics technologies and bioinformatics expertise to
provide pharmaceutical companies with products designed to reduce the
time, cost, and risk associated with drug discovery and development. These
products include proprietary databases of gene expression for drug target
discovery and development, a novel screening technology for identifying
new drug leads, and a pharmacogenomics technology for stratifying patient
populations to enhance drug effectiveness and minimize adverse effects.
The company's Data Logic division, based in Berkeley, Calif., markets
bioinformatics software for managing, analyzing, and integrating genomic
data.
Gene Logic has established alliances with American Home Products'
Wyeth-Ayerst Research Division; SmithKline Beecham; N.V. Organon, the
pharmaceutical unit of the Dutch chemical manufacturer Akzo Nobel; Japan
Tobacco Inc.'s Pharmaceuticals Division; and Procter & Gamble
Pharmaceuticals Inc. It also has an alliance with Hoechst Schering AgrEvo
GmbH for discovery of genes to develop improved crops and crop protection
products.
2.
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This news release contains forward-looking statements that involve risks
and uncertainties. Actual results may differ materially depending on a
number of factors, including the company's ability to integrate Oncormed's
operations into its own, maintain Oncormed's collaborative relationships,
retain key Oncormed employees, derive significant benefits from the
acquired operations, and take the full expected write-off of in-process
research and development. Results will also depend on other risks and
uncertainties inherent in the businesses of each company, as discussed in
the Registration Statement on Form S-4 filed in connection with the
transaction and other documents filed with the Securities and Exchange
Commission.
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