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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: August 17, 1998
(Date of earliest event reported)
INCYTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27488 94-3136539
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3174 Porter Drive, Palo Alto, California, 94304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 855-0555
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Item 5. Other Events.
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On Monday, August 17, 1998, Incyte Pharmaceuticals, Inc. (the "Company")
announced that it entered into an agreement to acquire Hexagen plc, a privately
held company based in Cambridge, England. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press release dated August 17, 1998.
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SIGNATURE
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.
Dated: August 21, 1998.
INCYTE PHARMACEUTICALS, INC.
By /s/ Denise Gilbert
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Name Denise Gilbert
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Title Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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Contact: For Incyte For Hexagen
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Denise Gilbert Mark Bodmer
Chief Financial Officer Chief Executive Officer
(650) 845-4515 011 44 1223 424 877
Dayna Wheeler Andrew Sandham
Investor Relations President & Chief Operating Officer
(650) 845-4589 011 44 1223 424 877
INCYTE TO ACQUIRE HEXAGEN
UK Company Brings Genetics Technology to Newly Formed Incyte Pharmacogenetics
Business Unit
Palo Alto, CA, August 17, 1998 - Incyte Pharmaceuticals, Inc., (Nasdaq: INCY)
announced today that it has entered into an agreement to acquire Hexagen plc, a
privately held company based in Cambridge, England. Hexagen has developed
leading edge technology for rapid discovery of single nucleotide polymorphisms
(SNPs). The identification of SNPs is of major technological and commercial
significance to the pharmaceutical industry because they are believed to be
important in determining an individual patient's susceptibility to disease or
response to drugs.
Hexagen will be a part of Incyte's new pharmacogenetics business unit, Incyte
Genetics, whose formation also was announced today. Under the terms of the
agreement, Incyte will offer, in exchange for all of Hexagen's outstanding
capital stock, $5 million in cash and approximately 1.0 million shares of Incyte
common stock. In addition, Incyte will assume Hexagen's stock options which, if
exercised, would amount to approximately 0.1 million shares of Incyte common
stock. The acquisition, which will be accounted for as a purchase, is expected
to be completed in October.
Hexagen, which has a scientific staff of 45 employees, will maintain its
facilities in Cambridge and become part of Incyte Genetics. The company was
founded in 1996 by Peter Goodfellow, Rudi Balling, Alan Schafer, Jamie Foster,
Mark Bodmer and Andrew Sandham, based on technology developed at Peter
Goodfellow's laboratory at Cambridge University. The Company's investors include
Abingworth Bioventures, Apax Partners, Atlas Venture, New Enterprise Associates
and Schroder Ventures.
"Hexagen's powerful SNP discovery technology complements Incyte's existing
sequence and bioinformatics technologies. The combination of Hexagen's SNP
capabilities and Incyte's existing SNPs and sequence databases will enable us to
accelerate detection of gene variations in thousands of DNA samples in a
timeframe not previously possible. As a result, we believe this can help
pharmaceutical companies to more quickly discover,
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develop, test and commercialize new drugs," said Roy A. Whitfield, Chief
Executive Officer of Incyte.
"By integrating Hexagen with Incyte's proprietary information and technology
resources, we create an enormous opportunity to develop and commercialize this
field. We are excited about the rapid expansion of our ability to perform SNP
genomics on an industrial scale," said Mark Bodmer, Ph.D., Chief Executive
Officer of Hexagen.
Incyte Pharmaceuticals, Inc. is a leading provider of an integrated platform of
genomic technologies designed to aid in the understanding of the molecular basis
of disease. The Incyte General division develops and markets gene discovery and
expression products including databases, genomic data management software,
microarray-based gene expression services, and related reagents - enabling the
pharmaceutical industry to identify new targets and pathways for drug discovery
and development. The Incyte Genetics division will provide databases,
bioinformatics, and services relating to sequencing and mapping the human genome
and identifying gene sequence variation, enabling the pharmaceutical industry to
utilize pharmacogenetics as an integral part of pharmaceutical discovery and
development. For more information, visit Incyte's web site at www.incyte.com.
Except for the historical information contained herein, the matters set forth in
this press release, including statements as to timing of closing of the Hexagen
acquisition, ability of Hexagen's technology to accelerate SNP detection, the
impact of genetics on development of drugs and diagnosis and treatment of
disease, are forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties that may cause
actual results to differ materially, including, the satisfaction of certain
conditions to closing of the proposed Hexagen acquisition; the utility of gene
mapping and polymorphism data by pharmaceutical companies; the ability to scale
technologies; and the impact of alternative technological advances and
competition; and other risks detailed from time to time in Incyte's SEC reports,
including its Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
Incyte disclaims any intent or obligation to update these forward-looking
statements.
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