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 7, 2000
AGRITOPE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 000-23531 93-0820945
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
16160 SW UPPER BOONES FERRY ROAD
PORTLAND, OREGON 97224
(Address of principal executive offices) (Zip Code)
(503) 670-7702
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Effective September 7, 2000, Agritope, Inc. (the "Company") entered into
an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by
and among Exelixis, Inc., a Delaware Corporation ("Exelixis"), Athens
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Exelixis ("Merger Sub"), and the Company, providing for the merger of Merger Sub
with and into the Company, with the Company as the surviving corporation (the
"Merger"). If the Merger is completed, the Company will become a wholly-owned
subsidiary of Exelixis and each outstanding share of the Company's common stock
and Series A Preferred Stock will be converted into the right to receive a
fraction of a share of Exelixis common stock valued at $14.00. The fractional
share amount will be calculated by dividing $14.00 by the average closing price
of Exelixis' common stock for a designated period prior to the closing of the
transaction, subject to the issuance of a minimum of 0.28 of a share and a
maximum of 0.35 of a share of Exelixis common stock per Company share (the
"Exchange Ratio"). In addition, all outstanding option and warrants to acquire
shares of Company common stock or preferred stock will become exercisable for
shares of Exelixis common stock based on the final Exchange Ratio.
In connection with the execution of the Merger Agreement, certain
directors, officers and stockholders of Agritope have entered into voting
agreements, dated September 7, 2000, pursuant to which they have agreed to vote
their shares in favor of the Merger, against any merger, consolidation or other
business combination involving the Company or any subsidiary of the Company,
against any sale, lease or transfer of a material amount of the Company's assets
or assets of any subsidiary of the Company or any material change in the
corporate structure or change in a majority of the board of directors of the
Company or any other action that could impede the Merger or its related
transactions (the "Voting Agreement").
The foregoing description of the Merger Agreement and the Voting Agreement
and the transactions contemplated thereby do not purport to be complete and are
qualified in their entirety by reference to the forms of such agreements filed
herewith as Exhibits 2.1 and 99.1.
The Merger Agreement is subject to the approval of a majority of the
outstanding shares of Company common stock and Company Series A preferred stock,
voting together as a single class, and the requirement that stockholders holding
no more than 10% of the outstanding shares of the Company common stock exercise
their appraisal rights pursuant to Section 262 of the Delaware General
Corporation Law. The Merger is also subject to customary closing conditions,
including, without limitation, the making of all necessary governmental filings
and the effectiveness of a registration statement to be filed with the
Securities and Exchange Commission by Exelixis. Under certain circumstances, the
Company may be required to pay a termination fee of $3,600,000 if the Merger
Agreement is terminated.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization by and
among Exelixis, Inc., a Delaware Corporation, Athens
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Exelixis, Inc., and Agritope, Inc., a
Delaware Corporation, dated September 7, 2000, including
exhibits thereto.
99.1 Form of Voting Agreement by and between Exelixis, Inc. and
certain Stockholders of Agritope, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this current report on Form 8-K to be
signed on its behalf by the undersigned, hereunto duly authorized.
AGRITOPE, INC.
By: /s/ Gilbert N. Miller
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Gilbert N. Miller, Executive Vice
President and Chief Financial Officer
Dated: September 14, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger and Reorganization by and
among Exelixis, Inc., a Delaware Corporation, Athens
Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Exelixis, Inc., and Agritope, Inc., a
Delaware Corporation, dated September 7, 2000, including
exhibits thereto.
99.1 Form of Voting Agreement by and between Exelixis, Inc. and
certain Stockholders of Agritope, Inc.
