CALGENE INC /DE/
8-K, 1996-03-05
AGRICULTURAL PRODUCTION-CROPS
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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




       Date of Report (date of earliest event reported) February 29, 1996
                                                        -----------------------


                                  CALGENE, INC.
- - -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


                                    Delaware
- - -------------------------------------------------------------------------------
                 (State of Other Jurisdiction of Incorporation)


               0-14802                               68-0115089
- - -------------------------------------------------------------------------------
       (Commission File No.)              (IRS Employer Identification No.)


                       1920 Fifth Street, Davis, CA 95616
- - -------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (916) 753-6313
- - -------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
- - -------------------------------------------------------------------------------
          (Former Name or Former Address, If Changed Since Last Report


<PAGE>



ITEM 5:  Other Events

On February 29,  1996,  Calgene  announced  that the  Department  of Justice had
concluded its  investigation  of the proposed  transaction  between  Calgene and
Monsanto  Company,  and that the  waiting  period  under  the  Hart-Scott-Rodino
Antitrust  Improvements  Act had expired.  Calgene  mailed proxy  statements  to
shareholders  on  February  12, and has  scheduled  the  shareholder  meeting to
approve the Monsanto  transaction  for Monday,  March 25. There are no remaining
regulatory approvals required for closing.  Subject to shareholder approval, the
closing is expected to occur prior to the end of March.



                                    Signature

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.




                                  Calgene, Inc.
                                  (Registrant)



Date:    March 5, 1996              /s/ Michael J. Motroni
                                    -------------------------
                                    Michael J. Motroni
                                    Vice President - Finance



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