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: JANUARY 26, 2000
(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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Attached hereto as Exhibit 99.1 and incorporated by reference herein is
financial information for Incyte Pharmaceuticals, Inc. (the "Company") for the
quarter and year ended December 31, 1999.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is the
press release dated January 26, 2000 announcing a proposed private offering of
convertible subordinated notes by the Company.
Item 7. Financial Statements and Exhibits.
------------------------------------
(c) Exhibits
99.1 Press release dated January 26, 2000.
99.2 Press release dated January 26, 2000.
<PAGE>
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: January 31, 2000
INCYTE PHARMACEUTICALS, INC.
By /s/ John M. Vuko
-------------------
Name: John M. Vuko
Title: Executive Vice President and
Chief Financial Officer
Exhibit 99.1
On January 26, 2000, Incyte Pharmaceuticals, Inc. (the "Company") reported
revenues of $46.0 million for the quarter ended December 31, 1999, compared to
$36.6 million for the quarter ended December 31, 1998. Revenues were $157.0
million for the year ended December 31, 1999, compared to $134.8 million for the
same period in 1998.
The Company reported a net loss of $6.4 million, or $0.22 per diluted share, for
the quarter ended December 31, 1999, compared to a net income of $1.5 million,
or $0.05 per diluted share, for the quarter ended December 31, 1998. For the
year ended December 31, 1999, the Company reported a net loss of $26.8 million,
or $0.95 per diluted share, compared to net income of $3.5 million, or $0.12 per
diluted share, for the same period in 1998.
For the quarter ended December 31, 1999, database and partnership program
revenues were $36.0 million. Microarray service revenues were $3.3 million,
reagent revenues generated by the Company's genomic services subsidiary were
$2.7 million, and other revenues were $4.0 million.
Operating expenses were $53.0 million for the quarter ended December 31, 1999,
compared to $35.9 million for the same period in 1998. For the year ended
December 31, 1999, operating expenses were $184.1 million compared to $134.8
million for the same period in 1998.
<TABLE>
<CAPTION>
INCYTE PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS
(in thousands, except per share amounts)
Unaudited
Three months ended Twelve months ended
December 31, December 31,
1999 1998 1999 1998*
<S> <C> <C> <C> <C>
Revenue $46,024 $36,647 $156,962 $134,811
Costs and expenses:
Research and development 42,593 27,611 146,833 97,192
Selling, general
and administrative 10,370 8,242 37,235 25,438
Charge for purchase
of in-process R&D -- -- -- 10,978
Acquisition-related charges -- -- -- 1,171
Total costs and expenses 52,963 35,853 184,068 134,779
Income (loss)
from operations (6,939) 794 (27,106) 32
Interest income
and other income, net 918 1,766 5,169 7,266
Losses from
joint venture (1,184) (834) (5,631) (1,474)
Provision (benefit)
for income taxes (800) 241 (800) 2,352
Net income (loss) $(6,405) $1,485 $(26,768) $3,472
Basic net income
(loss) per share $(0.22) $0.05 $(0.95) $0.13
Diluted net income
(loss) per share $(0.22) $0.05 $(0.95) $0.12
Shares used in
computation of:
Basic net income
(loss) per share 28,520 27,782 28,138 26,921
Diluted net income
(loss) per share 28,520 29,338 28,138 28,899
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, December 31,
1999 1998*
<S> <C> <C>
Assets
Cash and cash equivalents $32,220 $50,048
Marketable securities,
available-for-sale 34,717 61,185
Accounts receivable, net 26,608 14,318
Prepaid expenses and
other current assets 15,956 5,813
Total current assets 109,501 131,364
Property and equipment, net 67,293 54,429
Long-term investments 19,275 20,653
Goodwill and other intangible assets 14,564 16,955
Deposits and other assets 11,301 6,889
Total assets $221,934 $230,290
Liabilities and stockholders' equity
Accounts payable $6,501 $8,244
Accrued and other
current liabilities 18,498 12,629
Deferred revenue 26,459 29,054
Total current liabilities 51,458 49,927
Non-current liabilities 194 796
Total liabilities 51,652 50,723
Total stockholders' equity 170,282 179,567
Total liabilities and
stockholders' equity $221,934 $230,290
</TABLE>
*Derived from audited financial statements.
EXHIBIT 99.2
INCYTE ANNOUNCES PROPOSED OFFERING OF CONVERTIBLE SUBORDINATED NOTES
PALO ALTO, Calif., Jan. 26 /PRNewswire/ -- Incyte Pharmaceuticals, Inc. (Nasdaq:
INCY - news) announced today that it proposes to make a private offering of $150
million of Convertible Subordinated Notes due 2007, with an option to issue up
to an additional $50 million of Notes. The Notes will be offered in the United
States only to qualified institutional buyers and institutional accredited
investors pursuant to exemptions from the registration requirements of the
Securities Act of 1933. The Notes may also be offered outside the United States
in accordance with Regulation S under the Securities Act.
The Company stated that it expects to use the net proceeds of the offering for
working capital and general corporate purposes. Proceeds may also be used to
make strategic investments, acquire or license technology or products, or
acquire businesses that may complement its business.
This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security. The Notes have not been registered under the
Securities Act of 1933 or applicable state securities laws and may not be
offered or sold in the United States absent registration under the Securities
Act and applicable state securities laws or an applicable exemption from the
registration requirements.
Except for the historical information contained herein, the matters set forth in
this press release, such as statements as to the expected use of net proceeds,
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 market and other conditions that
may affect Incyte's ability to complete the proposed offering, the impact of
alternative technological advances and competition, changes in the focus of
Incyte's research and development activities, developments in litigation, 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 September 30, 1999. Incyte
disclaims any intent or obligation to update these forward-looking statements.
