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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
May 30, 1997
Date of Report (Date of earliest event reported)
CELL GENESYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19986 94-3061375
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
342 Lakeside Drive
Foster City, California 94404
(Address of principal executive offices, including zip code)
(415) 358-9600
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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2
Item 2. Acquisition or Disposition of Assets.
On May 30, 1997, Cell Genesys, Inc., a corporation organized under the
laws of the State of Delaware ("Cell Genesys"), acquired Somatix Therapy
Corporation, a corporation organized under the laws of the State of Delaware
("Somatix"), pursuant to the merger (the "Merger") of S Merger Corp., a
corporation organized under the laws of the State of Delaware ("Merger Sub") and
a direct wholly owned subsidiary of Cell Genesys, and upon the terms set forth
in the amended and restated agreement and plan of merger and reorganization,
dated as of March 27, 1997 (the "Merger Agreement"), among Cell Genesys, Merger
Sub and Somatix.
A copy of the press release regarding consummation of the Merger
issued by Cell Genesys on May 30, 1997 is attached hereto as Exhibit 99.1.
A copy of the Merger Agreement is attached as Exhibit 2.1 to the
Registration Statement of Cell Genesys on Form S-4 filed with the Securities and
Exchange Commission on April 30, 1997 (the "Registration Statement"), and is
incorporated herein by reference.
The additional information required by this Item 2 is contained in the
Registration Statement and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The information required by this Item 7(a) is contained in Somatix's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996 and Somatix's
Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1996,
December 31, 1996 and March 31, 1997, and is incorporated herein by reference.
(b) Pro Forma Financial Information
The information required by this Item 7(b) is set forth on pages 84
through 88 of the Joint Proxy Statement/Prospectus of Cell Genesys and Somatix
contained in the Registration Statement and is incorporated herein by reference.
(c) Exhibits.
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<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press release issued May 30, 1997 announcing the consummation
of the acquisition of Somatix Therapy Corporation by Cell
Genesys, Inc.
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3
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 hereunto duly authorized.
CELL GENESYS, INC.
Dated: June 6, 1997 By: /s/ KATHLEEN SEREDA GLAUB
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Kathleen Sereda Glaub
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press release issued May 30, 1997 announcing the consummation
of the acquisition of Somatix Therapy Corporation by Cell
Genesys, Inc.
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EXHIBIT 99.1
[CELL GENESYS LOGO]
Contact: Kathleen Sereda Glaub
------- Senior Vice President and
Chief Financial Officer
415-358-9600,X242
CELL GENESYS/SOMATIX MERGER COMPLETED
FOSTER CITY, Calif., June 2, 1997--Cell Genesys, Inc. (Nasdaq: CEGE) today
announced that stockholders of both Cell Genesys and Somatix Therapy Corporation
(Nasdaq: SOMA) have approved the merger of these two leading gene therapy
companies. The merger transaction became effective following the approval on May
30, 1997 at the stockholder meetings of each company.
"We believe that this merger represents a major step towards achieving our goal
of becoming a clear leader in the emerging field of gene therapy," stated
Stephen A. Sherwin, M.D., chairman and chief executive officer of Cell Genesys.
"The combined company has a broad portfolio of proprietary gene delivery
technologies, multiple clinical stage product development programs and one of
the largest patent estates in the gene therapy industry, all of which are
critical in building a successful gene therapy business."
Under the terms of the tax-free stock-for-stock merger, each Somatix share has
been converted into 0.385 shares of Cell Genesys stock. The combined company has
approximately 27 million shares outstanding. The merger transaction will be
accounted for as a purchase and, as a result, Cell Genesys expects to record a
nonrecurring and primarily noncash charge to operations estimated at $105
million. The charge includes expenses related to acquired in-process technology
and restructuring.
The approval of this merger completes a process that began in January 1997 when
Cell Genesys and Somatix announced a definitive agreement to merge. The merger
is expected to significantly strengthen key research and development programs
and expand corporate partnering opportunities. The combined entity will be
located in existing Cell Genesys facilities in Foster City, California. In an
effort to successfully integrate the two companies and reduce costs, Somatix's
Alameda site will be closed, and approximately 30 of Somatix's key research
scientists will transfer to Cell Genesys.
Somatix Therapy Corporation, a leader in the field of gene therapy, focused on
the research, development and commercialization of proprietary processes for the
genetic modification of cells and their use in the treatment of human disease.
Somatix's assets include their highly efficient gene transfer technology, broad-
based intellectual property and product development programs focused on cancer
and degenerative neurological diseases.
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Cell Genesys is focused on the development and commercialization of ex vivo and
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in vivo gene therapies to treat major, life-threatening diseases and disorders
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such as cancer and AIDS. The company's AIDS gene therapy is in Phase II human
clinical testing and is being developed through a worldwide collaboration with
Hoechst Marion Roussel, Inc. In the cancer area, where Cell Genesys retains
worldwide rights, three human clinical trials are expected to be initiated by
the end of the third quarter, including T cell cancer gene therapy for colon
cancer and GVAX/tm/ cancer vaccine trials in lung, melanoma and prostate
cancers. The company's assets outside of gene therapy include its Abgenix, Inc.
subsidiary, which is focused on developing and commercializing antibody
therapies for transplantation-associated medical conditions, inflammation,
autoimmune disorders and cancer, as well as the company's licensing program in
gene activation technology.
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Statements made in this press release about the company's and its subsidiary's
clinical trials and product pipelines, other than statements of historical
fact, are forward looking statements and are subject to a number of
uncertainties that would cause actual results to differ materially from the
statements made, including risks associated with the success of research
and product development programs, the regulatory approval process, and
competitive products. Please see the company's Form 10-K/A dated April 30, 1997
for information about risks associated with clinical trails and product
development programs and other risks which may affect the company.
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