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PURSUANT TO RULE 424(b)(3)
FILE NO. 333-60135
SUPPLEMENT TO PROSPECTUS
DATED DECEMBER 3, 1998
GENE LOGIC INC.
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The Prospectus, dated December 3, 1998, is hereby supplemented as
follows to restate, in its entirety, the "Selling Securityholders" section on
pages 9-11 of the Prospectus.
SELLING SECURITYHOLDERS
In connection with the merger with Oncormed, we are registering for
resale certain shares of Gene Logic common stock issued to Oncor, Inc. and
certain shares of Gene Logic common stock issuable to the holders of warrants
upon exercise of the warrants. Applying the exchange ratio of .4673 used upon
consummation of the merger, (the "Final Exchange Ratio"), an aggregate of 77,881
shares of Gene Logic common stock are issuable upon exercise of the warrants at
an exercise price of approximately $18.27 per share.
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 (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).
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<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> <C>
Incyte Pharmaceuticals, Inc. .................. 7,788 856,224(4) 4.2% 4.2%
3174 Porter Drive
Palo Alto, CA 94304
Oncor, Inc. ................................... 390,573 390,573 2.0% --
209 Perry Parkway
Gaithersburg, Maryland 20877
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
John Pappajohn ................................ 155,766 292,295(5) 1.5% *
Equity Dynamics, Inc.
2116 Financial Center
Des Moines, IA 50309
Montrose Investments, LTD ..................... 18,984 203,709(4) 1.0% *
777 Main Street, Suite 2750
Forth Worth, Texas 76102
Westover Investments, L.P. .................... 10,222 110,592(4) * *
777 Main Street, Suite 2750
Forth Worth, Texas 76102
Ann Pappajohn Vassiliou ....................... 81,777 81,777 * --
24 Foster Drive
Des Moines, IA 50312
Brown Simpson ORD Investments LLC ............. 11,681 11,681(4) * --
One Manhattanville Road
Purchase, New York 10532
Matthew P. Kinley ............................. 11,682 11,682 * --
Equity Dynamics, Inc.
2116 Financial Center
Des Moines, IA 50309
Jose J. Coronas ............................... 23,365 23,365 * --
22 Mill Neek Lane
Pittsford, NY 14534
Derace L. Schaffer, M.D ....................... 23,365 23,365 * --
3438 Elmwood Avenue
Rochester, NY 14610
</TABLE>
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* Represents beneficial ownership of less than 1%.
2.
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(1) This table is based upon information obtained by us from publicly filed
documents.
(2) Number of Shares Beneficially Owned and Percentage of Shares Beneficially
Owned are determined as of April 23, 1999 and in accordance with the rules
of the Commission based upon 19,783,358 shares of Gene Logic common stock
issued and outstanding on April 23, 1999.
(3) Assumes sale of all of the Resale Shares.
(4) Using the Final Exchange Ratio, includes for (i) Incyte Pharmaceuticals,
Inc., 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 $28.88 per share if the warrant is exercised on or
prior to February 25, 2000; (ii) Southbrook International Investments, L.P.
warrants to purchases 29,206 shares of Gene Logic common stock at an
exercise price of $18.27 per share; (iii) Montrose Investments LTD, warrants
to purchase 18,984 shares of Gene Logic common stock at an exercise price of
$18.27 per share; (iv) Westover Investments L.P., warrants to purchase
10,222 shares of Gene Logic common stock at an exercise price of $18.27 per
share; and (v) Brown Simpson ORD Investment LLC, warrants to purchase 11,681
shares of Gene Logic Common Stock at an exercise price of $18.27 per share.
(5) Includes (i) 23,365 shares held by Halkis Ltd. as to which Mr. Pappajohn has
sole voting and investment power; and (ii) 23,365 shares held by Thebes
Ltd., a company owned by Mr. Pappajohn's wife, as to which Mr. Pappajohn
disclaims beneficial ownership.
PLAN OF DISTRIBUTION
The Resale Shares may be sold from time to time by the Selling
Securityholders in one or more transactions at fixed prices, at market prices at
the time of sale, at varying prices determined at the time of sale or at
negotiated prices. The Selling Securityholders may offer their Resale Shares in
one or more of the following transactions:
- on any national securities exchange or quotation service on which
the Gene Logic common stock may be listed or quoted at the time of
sale, including the Nasdaq National Market;
- in the over-the-counter market;
- in private transactions;
- through options;
- by pledge to secure debts or other obligations; or
- a combination of any of the above transactions.
The Selling Securityholders may effect such transactions by selling to
or through one or more broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Securityholders. The Selling Securityholders and any
broker-dealers that participate in the distribution may, under certain
circumstances, be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any commissions received by such broker-dealers and
any profits realized on any resale of the Resale Shares by them might be deemed
to be underwriting discounts and commissions under the Securities Act. The
Selling Securityholders may agree to indemnify such broker-dealers against
certain liabilities, including liabilities under the Securities Act.
3.
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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.
Any or all of the sales or other transactions involving the Resale
Shares, 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.
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.
We will make copies of this Prospectus available to the Selling
Securityholders and have informed the Selling Securityholders of the need for
delivery of a copy of this Prospectus to each purchaser of the Resale Shares
prior to or at the time of any sale of the Resale Shares. We have agreed with
the Selling Securityholders to keep this Prospectus 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.
The Selling Securityholders will pay all underwriting discounts,
commissions, transfer taxes and other expenses associated with the sale of the
Resale Shares by them. We will pay all costs and expenses associated with the
registration of the Resale Shares.
Oncor has entered into a lock-up agreement with us with respect to the
shares of Gene Logic common stock issued to it in the merger. Oncor has agreed
that it will not sell or transfer any shares of Gene Logic common stock received
by it in the merger during the period beginning on the closing date of the
merger with Oncormed and ending 60 days later. During the period beginning the
day following such period and ending 30 days later, and during each three-month
4.
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period thereafter, 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 exercised their rights to purchase shares of
Gene Logic common stock previously held by Oncor. Each such third party has
agreed to be bound by the terms of the lock-up agreement executed by and between
Oncor and Gene Logic. We may issue stop-transfer instructions in order to
enforce the terms of the lock-up agreement.
The date of this Prospectus Supplement is May 21, 1999.
5.
