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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 12, 1995
(DATE OF EARLIEST EVENT REPORTED)
GENETICS INSTITUTE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
<TABLE>
<S> <C>
0-14587 04-2718435
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
</TABLE>
87 CAMBRIDGEPARK DRIVE, CAMBRIDGE, MASSACHUSETTS 02140
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(617) 876-1170
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required to be filed herein, together with the
required report of the independent public accountants, are contained in Schedule
III to the Offer to Purchase dated September 13, 1995 filed as an exhibit to
Schedule 14D-1 filed by Genetics Institute, Inc. ("GI") and GI Acquisition Corp.
on September 13, 1995, which pages are hereby incorporated by reference herein.
(b) Pro Forma Financial Information.
Genetics Institute, Inc.
Unaudited Pro Forma Consolidated Condensed
Financial Statements -- Assumptions
The following Unaudited Pro Forma Consolidated Condensed Balance Sheet as
of September 30, 1995, and the Unaudited Pro Forma Consolidated Statements of
Operations for the year ended December 31, 1994 and nine months ended September
30, 1995 give effect to the Merger (as defined in the Form 8-K filed by GI on
October 26, 1995) under the purchase method of accounting. The Unaudited Pro
Forma Consolidated Condensed Financial Statements are based on the Historical
Consolidated Financial Statements of GI and the Historical Financial Statements
of SciGenics, Inc. ("SciGenics") and have been prepared under the assumptions
set forth in the accompanying Notes to the Unaudited Pro Forma Consolidated
Condensed Financial Statements.
The Unaudited Pro Forma Consolidated Condensed Balance Sheet assumes the
Merger was consummated on September 30, 1995, and the Unaudited Pro Forma
Consolidated Statements of Operations assume the Merger was consummated on
January 1, 1994.
For purposes of developing the Unaudited Pro Forma Consolidated Condensed
Balance Sheet, SciGenics' assets and liabilities have been recorded at
historical cost and all 2,090,909 of SciGenics' callable common shares are
assumed to be acquired for $14.00 per share. As of December 7, 1995, GI had
acquired 1,547,001 callable common shares of SciGenics for $14.00 per share and
shareholders holding the remaining 543,908 shares had exercised statutory
appraisal rights. The excess purchase price of approximately $24 million
represents acquired research and, accordingly, has been shown as a reduction in
consolidated shareholders' equity in the Unaudited Pro Forma Balance Sheet. This
non-recurring charge for acquired research, which is expected to be recorded by
GI in the fourth quarter of 1995, has not been reflected in the Unaudited Pro
Forma Consolidated Statements of Operations. Adjustments may be made during the
allocation period
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based on a detailed review of the fair value of SciGenics' assets and
liabilities as of the acquisition date.
The Unaudited Pro Forma Consolidated Condensed Financial Statements may not
be indicative of the financial position, or the results of operations that
actually would have occurred, if the consummation of the Merger had occurred on
the dates indicated or which may be achieved in the future.
The Unaudited Pro Forma Consolidated Condensed Financial Statements should
be read in conjunction with the Historical Consolidated Financial Statements and
accompanying notes for GI and SciGenics.
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GENETICS INSTITUTE, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL
---------------------------------
GENETICS PRO FORMA PRO FORMA
INSTITUTE, INC. SCIGENICS, INC. ADJUSTMENTS(1) CONSOLIDATED
--------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Revenue
Product sales.......................... $ 61,350 $ 61,350
Royalties.............................. 38,692 38,692
Collaborative research and
development......................... 30,133 $ (1,758)(A) 28,375
-------- ------- --------
Total revenue.................. 130,175 (1,758) 128,417
Operating Expenses(2)
Cost of sales.......................... 31,140 31,140
Research and development............... 90,448 $ 1,688 (1,688)(A) 90,448
General and administrative............. 14,786 1,094 (70)(A) 15,476
(334)(B)
-------- ------- ------- --------
Total operating expenses....... 136,374 2,782 (2,092) 137,064
-------- ------- ------- --------
Income (Loss) From Operations............ (6,199) (2,782) 334 (8,647)
Other Income (Expense), Net
Investment income...................... 12,633 550 (916)(C) 12,267
Income (loss) of affiliates, net....... 117 117
Other, net............................. (2,865) (2,865)
-------- ------- ------- --------
Total other income (expense),
net.......................... 9,885 550 (916) 9,519
-------- ------- ------- --------
Income (Loss) Before Income Taxes........ 3,686 (2,232) (582) 872
Provision for Income Taxes............... 222 222
-------- ------- ------- --------
Net Income (Loss)........................ $ 3,686 $(2,454) $ (582) $ 650
======== ======= ======= ========
Net Income per Common Share
Primary................................ $ 0.14 $ 0.02
======== ========
Fully Diluted.......................... $ 0.13 $ 0.02
======== ========
Average Shares Outstanding
Primary................................ 27,225 27,225
======== ========
Fully Diluted.......................... 27,624 27,624
======== ========
</TABLE>
See Notes to Unaudited Pro Forma Consolidated Statements of Operations
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GENETICS INSTITUTE, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL
-----------------------------------
GENETICS PRO FORMA PRO FORMA
INSTITUTE, INC. SCIGENICS, INC. ADJUSTMENTS(1) CONSOLIDATED
--------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Revenue
Product sales..................... $ 43,482 $ 43,482
Royalties......................... 42,603 42,603
Collaborative research and
development.................... 44,795 $ (2,611)(A) 42,184
-------- ------- --------
Total revenue............. 130,880 (2,611) 128,269
Operating Expenses(2)
Cost of sales..................... 28,369 28,369
Research and development.......... 108,161 $ 2,497 (2,497)(A) 108,161
General and administrative........ 18,719 453 (114)(A) 18,563
(495)(B)
-------- ------- ------- --------
Total operating
expenses................ 155,249 2,950 (3,106) 155,093
-------- ------- ------- --------
Income (Loss) From Operations....... (24,369) (2,950) 495 (26,824)
Other Income (Expense), Net
Investment income................. 14,084 751 (1,221)(C) 13,614
Income (loss) of affiliates,
net............................ (5,308) (5,308)
Other, net........................ (3,282) (3,282)
-------- ------- ------- --------
Total other income
(expense), net.......... 5,494 751 (1,221) 5,024
-------- ------- ------- --------
Loss Before Income Taxes............ (18,875) (2,199) (726) (21,800)
Provision for Income Taxes.......... 302 302
-------- ------- ------- --------
Net Loss............................ $ (18,875) $(2,501) $ (726) $(22,102)
======== ======= ======= ========
Net Loss per Common Share........... $ (0.71) $ (0.84)
======== ========
Average Shares Outstanding.......... 26,440 26,440
======== ========
</TABLE>
See Notes to Unaudited Pro Forma Consolidated Statements of Operations
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GENETICS INSTITUTE, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND THE YEAR ENDED DECEMBER 31, 1994
1. The Unaudited Pro Forma Consolidated Statements of Operations have been
prepared to reflect the Merger as if it occurred January 1, 1994 and may not be
indicative of the results had the Merger occurred on January 1, 1994. The pro
forma adjustments for the periods presented are described below:
(A) Represents the elimination of research and development expenses
and administrative services expenses charged by GI to SciGenics and
recognized as collaborative research and development revenue by GI during
the periods.
(B) Represents the reversal of warrant amortization included in GI's
Historical Consolidated Statements of Operations.
(C) Represents the reduction in investment income due to the cash
payment to SciGenics' shareholders, net of cash acquired, assuming an
average rate of 5%. Assumes all 2,090,909 of SciGenics' callable common
shares are acquired for $14.00 per share.
2. A non-recurring charge for acquired research, which is expected to be
recorded by GI in the fourth quarter of 1995, has not been reflected in the
Unaudited Pro Forma Consolidated Statements of Operations.
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GENETICS INSTITUTE, INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF SEPTEMBER 30, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
GENETICS PRO FORMA PRO FORMA
INSTITUTE, INC. SCIGENICS, INC. ADJUSTMENTS CONSOLIDATED
--------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents............ $ 48,647 $ 5,279 $ (29,984)(A) $ 23,942
Marketable securities................ 213,218 4,767 217,985
Accounts receivable.................. 40,363 (49)(B) 40,314
Inventories.......................... 18,768 18,768
Other current assets................. 5,773 80 5,853
-------- ------- -------- --------
Total Current Assets......... 326,769 10,126 (30,033) 306,862
Property, plant and equipment........ 173,622 173,622
Less accumulated depreciation..... (63,073) (63,073)
-------- --------
110,549 110,549
Goodwill and other assets............ 6,847 (1,607)(C) 5,240
-------- ------- -------- --------
Total Assets................. $ 444,165 $10,126 $ (31,640) $422,651
======== ======= ======== ========
LIABILITIES
Accounts payable..................... $ 9,726 $ 49 $ (49)(B) $ 9,726
Accrued expenses..................... 25,182 1,148 26,330
Deferred taxes....................... 1,752 1,752
-------- ------- -------- --------
Total Current Liabilities.... 34,908 2,949 (49) 37,808
Shareholders' equity................. 409,257 7,177 (7,177)(D) 384,843
(24,414)(E)
-------- ------- -------- --------
Total Liabilities and
Shareholders' Equity....... $ 444,165 $10,126 $ (31,640) $422,651
======== ======= ======== ========
</TABLE>
See Notes to Unaudited Pro Forma Consolidated Condensed Balance Sheet.
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GENETICS INSTITUTE, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF SEPTEMBER 30, 1995
1. The Unaudited Pro Forma Consolidated Condensed Balance Sheet was
prepared to reflect the Merger as if it had occurred on September 30, 1995 and
may not be indicative of the actual financial position if the Merger had
occurred on September 30, 1995. The pro forma adjustments for this presentation
are described below:
A) Represents payment of $14.00 per share by GI for all outstanding
callable common shares (2,090,909 shares) of SciGenics and approximately
$711,000 of merger related expenses incurred by GI. As of December 7, 1995,
GI had acquired 1,547,001 callable common shares of SciGenics for $14.00
per share and shareholders holding the remaining 543,908 shares had
exercised statutory appraisal rights. The merger related expenses estimated
to be incurred by SciGenics have been included in the Historical Financial
Statements as of September 30, 1995 and for the nine month period then
ended.
B) Represents the elimination of all receivables and payables between
GI and SciGenics.
C) Represents the write-off of the unamortized warrant value on GI's
books at September 30, 1995.
D) Represents the elimination of SciGenics' historical equity.
E) Represents the preliminary estimate of the write-off of the excess
purchase price over the historical cost of net assets acquired as of
September 30, 1995. Adjustments may be made during the allocation period
based on a detailed review of the fair value of SciGenics' assets and
liabilities as of the acquisition date.
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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 thereunto duly authorized.
Date: December 21, 1995
GENETICS INSTITUTE, INC.
By: /s/ Garen G. Bohlin
--------------------------------------
Name: Garen G. Bohlin
Title: Executive Vice President and
Chief Financial Officer
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