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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
October 12, 1995
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(Date of Earliest Event Reported)
GENETICS INSTITUTE, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-14587 04-2718435
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(Commission File Number) (IRS Employer Identification No.)
87 CambridgePark Drive, Cambridge Massachusetts 02140
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(Address of principal executive offices) (Zip Code)
(617) 876-1170
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
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On October 12, 1995, GI Acquisition Corp., a Delaware corporation (the
"Purchaser") and wholly-owned subsidiary of Genetics Institute, Inc., a
Delaware corporation ("GI"), acquired 1,393,641 shares of callable common
stock, par value $0.01 per share (the "Shares"), of SciGenics, Inc., a Delaware
corporation ("SciGenics"), for $14.00 per Share in cash. The Shares acquired
by the Purchaser represent approximately 66.7% of the Shares issued and
outstanding as of October 12, 1995.
The Shares were acquired through a tender offer (the "Offer") which was
commenced by the Purchaser on September 13, 1995, pursuant to the terms of an
Agreement and Plan of Merger dated as of September 7, 1995 (the "Merger
Agreement"), among GI, the Purchaser and SciGenics. The Merger Agreement
provides that, subject to certain terms and conditions, the Purchaser will be
merged with and into SciGenics, which will become a wholly-owned subsidiary of
GI (the "Merger"). Under the Delaware General Corporation Law and SciGenics'
Bylaws, the Purchaser, as the owner of more than a majority of the outstanding
Shares, has the ability to approve the Merger without any action on the part of
any other stockholder of SciGenics.
The Merger Agreement was entered into following negotiations between GI
and a special committee of the board of directors of SciGenics consisting of
all of the directors of SciGenics who are not officers or directors of GI. In
connection with the formation of SciGenics, SciGenics and GI entered into a
series of agreements, including, a Development Agreement, Technology License
Agreement, Program Purchase Option Agreement and Services Agreement, and GI
entered into a Stock Purchase Option Agreement with the underwriters of
SciGenics' initial public offering. Since SciGenics' inception, each of
SciGenics' executive officers has also been an executive officer of GI. A
description of the material relationships existing between GI and SciGenics is
contained in the Rule 13e-3 Transaction Statement filed by GI, SciGenics and
the Purchaser in connection with the transaction.
The total amount of funds required by the Purchaser to purchase all of
the outstanding Shares pursuant to the Offer and the Merger, and to pay related
fees and expenses, is estimated to be approximately $30 million. The Purchaser
will obtain such funds from GI. GI obtained the funds necessary to purchase
Shares pursuant to the Offer, and intends to obtain the funds necessary
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to pay for remaining Shares pursuant to the Merger, from its available
corporate funds.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
To be filed by amendment. Pursuant to Item 7(a)(4) of Form 8-K, the
Registrant hereby indicates that the filing of such financial statements is
impracticable and undertakes to file such information as soon as it is
available on a Form 8K/A Amendment to this Report, and in any event on or
before December 26, 1995.
(b) Pro Forma financial information.
To be filed by amendment. Pursuant to Item 7(b)(2) of Form 8-K, the
Registrant hereby indicates that the filing of such financial statements is
impracticable and undertakes to file such information as soon as it is
available on a Form 8K/A Amendment to this Report, and in any event on or
before December 26, 1995.
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(c) Exhibits.
<CAPTION>
Exhibit No. Exhibit
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<S> <C>
99.1 Press Release of Genetics Institute, Inc.
dated October 12, 1995. (1)
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(1) Incorporated by reference from Amendment No. 3 to Schedule
14D-1 filed by GI and the Purchaser on October 12, 1995.
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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: October 26, 1995
/s/ Garen G. Bohlin
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By: Garen G. Bohlin
Title: Executive Vice President and
Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Exhibit
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<S> <C>
99.1 Press Release of Genetics Institute, Inc. dated
October 12, 1995. (1)
<FN>
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(1) Incorporated by reference from Amendment No. 3 to Schedule
14D-1 filed by GI and the Purchaser on October 12, 1995.
</TABLE>
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