<PAGE> 1
PURSUANT TO RULE 424(B)(3)
FILE NO. 333-60135
SUPPLEMENT TO PROSPECTUS/JOINT PROXY
STATEMENT DATED JULY 29, 1998, AS AMENDED
GENE LOGIC INC. ONCORMED, INC.
----------------
The Prospectus/Joint Proxy Statement dated July 29, 1998, as amended on
August 20, 1998 and September 22, 1998, is hereby supplemented as follows to
restate, in its entirety, the "Selling Securityholders" section on pages 72-74
of the Prospectus.
SELLING SECURITYHOLDERS
In connection with the Merger, Gene Logic is hereby registering for
resale pursuant to this Prospectus/Joint Proxy Statement certain shares of Gene
Logic Common Stock issued to Oncor, and certain shares of Gene Logic Common
Stock issuable to the Preferred Holders upon exercise of the Preferred Warrants
(collectively, the "Selling Securityholders"). Applying the Exchange Ratio in
effect as of the Effective Time, .4673 (the "Final Exchange Ratio"), an
aggregate of 77,881 shares of Gene Logic Common Stock are issuable upon exercise
of such Preferred Warrants at an exercise price of approximately $18.27 per
share. See "The Merger and Related Transactions - Merger Consideration;
Conversion of Shares - Treatment of Oncormed Warrants" and "- Related Agreements
and Interests of Certain Persons in the Merger - Warrants." The following table
sets forth (i) the name and address of the Selling Securityholders, (ii) the
number of shares of Gene Logic Common Stock that the Selling Securityholders
beneficially owned prior to the offering for resale of any of the shares of Gene
Logic Common Stock being registered hereby, (iii) the maximum number of shares
of Gene Logic Common Stock that may be offered for resale for the account of the
Selling Securityholders pursuant to this Prospectus/Joint Proxy Statement (the
"Resale Shares"), and (iv) the number of shares of Gene Logic Common Stock to be
held by the Selling Securityholders after the offering of the Resale Shares
(assuming all of the Resale Shares are sold by the Selling Securityholders).
<PAGE> 2
<TABLE>
<CAPTION>
PERCENTAGE OF SHARES OF
NUMBER OF GENE LOGIC COMMON STOCK
SHARES OF SHARES OF BENEFICIALLY OWNED (2)
GENE LOGIC GENE LOGIC -------------------------
COMMON COMMON BEFORE AFTER
STOCK TO BE STOCK OFFERING OF OFFERING OF
RESOLD IN BENEFICIALLY THE RESALE THE RESALE
SELLING SECURITYHOLDERS(1) THE OFFERING OWNED (2) SHARES SHARES(3)
- ------------------------- ------------ ------------ ----------- -----------
<S> <C> <C> <C>
Oncor, Inc.......................... 934,600 934,600 4.8% --
209 Perry Parkway
Gaithersburg, Maryland 20877
Incyte Pharmaceuticals, Inc......... 7,788 856,224(4) 4.3% 4.2%
3174 Porter Drive
Palo Alto, CA 94304
Southbrook International Investments,
Ltd............................... 29,206 313,977(4) 1.6% 1.4%
c/o Trippoak Advisors, Inc.
630 Fifth Avenue, Suite 2000
New York, New York 10111
Westover Investments, L.P........... 10,222 110,592(4) * *
777 Main Street, Suite 2750
Forth Worth, Texas 76102
Montrose Investments, LTD........... 18,984 203,709(4) 1.0% *
777 Main Street, Suite 2750
Forth Worth, Texas 76102
Brown Simpson Strategic Growth 2,803 30,256(4) * *
Fund, L.P.........................
152 West 57th Street, 40th Floor
New York, New York 10019
Brown Simpson Strategic Growth 8,878 95,815(4) * *
Fund, Ltd.........................
152 West 57th Street, 40th Floor
New York, New York 10019
</TABLE>
- ----------
* Represents beneficial ownership of less than 1%.
(1) This table is based upon information supplied to Gene Logic by Oncormed or
the Selling Securityholders.
(2) Number of Shares Beneficially Owned and Percentage of Shares Beneficially
Owned are determined as of September 30, 1998 and in accordance with the
rules of the Commission based upon (i) 14,794,278 shares of Gene Logic
Common Stock issued and outstanding on September 30, 1998, and (ii) the
issuance of an aggregate of 4,849,815 shares of Gene Logic Common Stock in
the Merger.
(3) Assumes that the Selling Securityholders sell all of the Resale Shares.
(4) Includes for (i) Incyte Pharmaceuticals, Inc., currently exercisable
warrants to purchase 7,788 shares of Gene Logic Common Stock at an exercise
price of $18.27 per share and 368,573 shares of Gene Logic Common Stock at
an exercise price equal to the greater of 110% of the fair market value per
share of Gene Logic Common Stock on the trading day prior to the date of
exercise and (a) $19.25 per share (if the warrant is exercised after
February 25, 1998 but on or prior to February 25, 1999), or (b) $28.88 per
share (if the warrant is
2.
<PAGE> 3
exercised after February 25, 1999 but on or prior to February 25, 2000,
each based on the Final Exchange Ratio of .4673), each based on the
Final Exchange Ratio of .4673; (ii) Southbrook International
Investments, L.P. currently exercisable warrants to purchases 29,206
shares of Gene Logic Common Stock at an exercise price of $18.27 per
share, based on the Final Exchange Ratio of .4673; (iii) Westover
Investments L.P., currently exercisable warrants to purchase 10,222
shares of Gene Logic Common Stock at an exercise price of $18.27 per
share, based on the Final Exchange Ratio of .4673; (iv) Montrose
Investments LTD, currently exercisable warrants to purchase 18,984
shares of Gene Logic Common Stock at an exercise price of $18.27 per
share, based on the Final Exchange Ratio of .4673; (v) Brown Simpson
Strategic Growth Fund, L.P., currently exercisable warrants to purchase
2,803 shares of Gene Logic Common Stock at an exercise price of $18.27
per share, based on the Final Exchange Ratio of .4673; and (vi) Brown
Simpson Strategic Growth Fund, Ltd., 8,878 shares of Gene Logic Common
Stock at an exercise price of $18.27 per share, based on the Final
Exchange Ratio of .4673. See "The Merger and Related Transactions -
Merger Consideration; Conversion of Shares - Treatment of Oncormed
Warrants" and "--Related Agreements and Interests of Certain Person in
the Merger - Warrants."
Gene Logic will not receive any proceeds from the sale by the Selling
Securityholders of any of the Resale Shares. All proceeds from the sale of such
Resale Shares will be for the accounts of the Selling Securityholders.
Gene Logic has been advised that the Selling Securityholders or
pledgees, donees, transferees of or other successors in interest to the Selling
Securityholders may sell the Resale Shares from time to time in transactions on
the Nasdaq NMS, in privately negotiated transactions or a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Securityholders may effect such
transactions by selling the Resale Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Securityholders or the purchasers of the Resale
Shares for whom such broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation to a particular broker-dealer might be in
excess of customary commission).
At any time a particular offer of Resale Shares is made, to the extent
required, a supplemental Prospectus will be distributed which will set forth the
number of Resale Shares offered and the terms of the offering including the name
or names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for the Resale Shares purchased from the Selling Securityholders,
any discounts, commission and other items constituting compensation from the
Selling Securityholders and any discounts, concessions or commissions allowed or
reallowed or paid to dealers.
The Selling Securityholders and any broker-dealers who act in connection
with the sale of Resale Shares hereunder may be deemed to be "underwriters" as
that term is defined in the Securities Act, and any commissions received by them
and profit on any resale of the Resale Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
Any or all of the sales or other transactions involving the Resale
Shares described above, whether effected by the Selling Securityholders, any
broker-dealer or others, may be made pursuant to this Prospectus. In addition,
any Resale Shares that qualify for sale pursuant to Rule 145 under the
Securities Act may be sold under Rule 145 rather than pursuant to this
Prospectus.
3.
<PAGE> 4
In order to comply with the securities laws of certain states, if
applicable, the Resale Shares may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Resale Shares may not be sold unless they have been registered or qualified for
sale or an exemption from registration or qualification requirements is
available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Resale Shares may not simultaneously
engage in market making activities with respect to Gene Logic's Common Stock for
a period of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Securityholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation, Regulation M under the
Exchange Act, which may limit the timing of purchases and sales of shares of
Gene Logic Common Stock (including the Resale Shares) by the Selling
Securityholders.
In the event of a "distribution" of Gene Logic Common Stock, the Selling
Securityholders, any selling broker-dealer or agent and any "affiliated
purchasers" may be subject to Regulation M under the Exchange Act, which would
prohibit, with certain exceptions, each such person from bidding for, purchasing
or attempting to induce any person to bid for or purchase any security which is
the subject of such distribution until his participation in that distribution is
completed. In addition, Regulation M under the Exchange Act prohibits certain
"stabilizing bids" or "stabilizing purchases" for the purpose of pegging, fixing
or maintaining the price of Gene Logic Common Stock in connection with any offer
of Gene Logic Common Stock by the Selling Securityholders.
Gene Logic will make copies of this Prospectus/Joint Proxy Statement
available to the Selling Securityholders and has informed the Selling
Securityholders of the need for delivery of a copy of this Prospectus/Joint
Proxy Statement to each purchaser of the Resale Shares prior to or at the time
of any sale of the Resale Shares offered hereby. Gene Logic has agreed with the
Selling Securityholders to keep the Registration Statement of which this
Prospectus/Joint Proxy Statement is a part effective until the earlier to occur
of (i) the time when all of the Resale Shares may be resold pursuant to an
exemption from registration under the Securities Act, and (ii) the time at which
the Selling Securityholders no longer hold any Resale Shares. Notwithstanding
the foregoing, Gene Logic may convert the Form S-4 Registration Statement of
which this Prospectus/Joint Proxy Statement is a part to a Registration
Statement on another form permitted to be used by Gene Logic for the
registration under the Securities Act of the Resale Shares.
All costs and expenses associated with registering the Resale Shares
being offered hereunder with the Commission will be paid by Gene Logic.
The Selling Securityholders may agree to indemnify certain persons
including broker-dealers or others, against certain liabilities in connection
with any offering of the Resale Shares including liabilities under the
Securities Act.
Oncor has also entered into a lock-up agreement with Gene Logic with
respect to the shares of Gene Logic Common Stock issued to it in the Merger.
Under such lock-up agreement, Oncor has agreed that it will not sell or transfer
any shares of Gene Logic Common Stock
4.
<PAGE> 5
received by it in the Merger during the Initial Lock-Up Period. During the
Second Lock-Up Period, and during each three-month period beginning after the
Second Lock-Up Period, Oncor may sell or transfer that number of shares of Gene
Logic Common Stock received by it in the Merger equal to the greater of (i) 1%
of the then outstanding shares of Gene Logic Common Stock, and (ii) the average
weekly reported volume of trading in Gene Logic Common Stock during the four
calendar weeks preceding the date of any such sale or transfer. Certain third
parties affiliated with Oncor have rights to purchase shares of Oncormed Common
Stock currently held by Oncor. Each such third party has agreed that, to the
extent that such third party exercises its option to purchase Oncormed Common
Stock currently held by Oncor, such third party will be bound by the terms of
the lock-up agreement executed by and between Oncor and Gene Logic. Gene Logic
may issue stop-transfer instructions in order to enforce the terms of such
lock-up agreement. See "The Merger and Related Transactions - Related Agreements
and Interests of Certain Persons in the Merger - Lock-Up Agreements."
The date of this Prospectus/Joint Proxy Statement Supplement is October
20, 1998.
5.
