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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: DECEMBER 28, 2000
(Date of earliest event reported)
INCYTE GENOMICS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-27488 94-3136539
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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3160 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 2. Acquisition or Disposition of Assets.
On December 28, 2000, Proteome, Inc. ("Proteome"), a Delaware
corporation, was merged with and into Donner Acquisition Corporation ("Merger
Subsidiary"), a Delaware corporation and wholly owned subsidiary of Incyte
Genomics, Inc. ("Incyte"), pursuant to the Agreement and Plan of Merger, dated
as of December 20, 2000, among Incyte, Merger Subsidiary and Proteome (the
"Merger Agreement"). The merger of Proteome with and into Merger Subsidiary (the
"Merger") became effective at the time of filing of a certificate of merger with
the Delaware Secretary of State on December 28, 2000 (the "Effective Time"). As
of the Effective Time, (i) Proteome ceased to exist; (ii) Merger Subsidiary
remained a wholly owned subsidiary of Incyte and changed its name to Proteome,
Inc.; (iii) each share of Proteome preferred stock outstanding immediately prior
to the Effective Time was converted into the right to receive 0.07569 of a share
of common stock, $.001 par value, of Incyte ("Incyte Common Stock") and $2.28398
in cash; and (iv) each share of Proteome common stock outstanding immediately
prior to the Effective Time was converted into the right to receive 0.05752
share of Incyte Common Stock and $1.73561 in cash. The cash portion of the
purchase price was provided from Incyte's existing cash balances.
In addition, at the Effective Time, each option to purchase Proteome
common stock outstanding immediately prior to the Effective Time and held by an
employee, director or consultant of Proteome was converted into an option to
purchase Incyte Common Stock and Incyte assumed each such outstanding Proteome
stock option in accordance with the terms of Proteome's 1998 Employee, Director
and Consultant Stock Option Plan, as amended (the "Option Plan") and the stock
option agreement by which it is evidenced. By virtue of the assumption by Incyte
of such Proteome stock options, from and after the Effective Time: (i) each
Proteome stock option assumed by Incyte may be exercised solely for Incyte
Common Stock; (ii) the number of shares of Incyte Common Stock subject to each
such Proteome stock option is equal to the number of shares of Proteome Shares
subject to such Proteome stock option immediately prior to the Effective Time
multiplied by 0.1222 (the option exchange ratio in the Merger), rounded down to
the nearest whole number of shares of Incyte Common Stock; and (iii) the per
share exercise price for each such Proteome stock option is equal to the
quotient obtained by dividing the exercise price per share of such stock option
immediately prior to the Effective Time by 0.1222, rounded up to the nearest
whole cent. Pursuant to the Merger Agreement, on the Closing Date, Incyte placed
an amount in cash equal to $7,700,000 in escrow as security for any losses
Incyte incurs or reasonably anticipates incurring by reason of breaches by
Proteome of covenants, representations or warranties contained in the Merger
Agreement.
The former stockholders of Proteome are receiving approximately 1.2
million shares of Incyte Common Stock in the Merger and approximately $37.7
million in cash. In addition, approximately 0.2 million shares of Incyte Common
Stock may be issued in connection with the exercise of Proteome stock options
assumed by Incyte pursuant to the Merger.
The Merger is intended to qualify as a tax-free reorganization within
the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, and
to be accounted for as a purchase.
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Incyte has entered into a registration rights agreement, dated as of
December 28, 2000, with the former stockholders of Proteome listed therein (the
"Registration Rights Agreement") pursuant to which Incyte has agreed to use its
reasonable efforts to file, and cause to become effective as soon as
practicable, a registration statement with the Securities and Exchange
Commission covering the resale of the shares of Incyte Common Stock issued to
each former stockholder of Proteome pursuant to the Merger.
Proteome has developed an integrated biological knowledge system to
provide researchers with information related to gene and protein function.
The foregoing description of the Merger Agreement is qualified in its
entirety to the full text of such Merger Agreement, a copy of which is attached
hereto as an exhibit and which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements
at the time of the filing of this Current Report on Form 8-K.
Required financial statements will be filed on a Form 8-K/A as
soon as practicable after the date hereof, but not later than
March 13, 2001.
(b) Unaudited Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
statements at the time of the filing of this Current Report on
Form 8-K. Required pro forma financial statements will be filed
on Form 8-K/A as soon as practicable after the date hereof, but
not later than March 13, 2001.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of December 20, 2000, by
and among Incyte Genomics, Inc., Donner Acquisition Corporation
and Proteome, Inc.
99.1 Registration Rights Agreement, dated as of December 28, 2000, by
and among Incyte Genomics, Inc. and the former stockholders of
Proteome, Inc. listed therein.
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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: January 10, 2001.
INCYTE GENOMICS, INC.
By /s/ John M. Vuko
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John M. Vuko
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of December 20, 2000, by
and among Incyte Genomics, Inc., Donner Acquisition Corporation
and Proteome, Inc.
The following schedules and exhibits to the Agreement and Plan
of Merger have been omitted. Incyte will furnish copies of the
omitted schedules and exhibits to the Commission upon request.
Exhibit A - Form of Lock-Up Agreement
Exhibit B - Form of Stockholder Agreement
Exhibit C - Form of Investment Representations
Exhibit E - Form of Non Competition and Non Solicitation
Agreement
Exhibit F - Form of Opinion of Pillsbury Madison & Sutro LLP
Exhibit G - Form of Opinion if Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Exhibit H - Form of Escrow Agreement
Schedule 2.1 - Merger Consideration Spreadsheet
Schedule 3.3 - Directors and Officers of Surviving
Corporation
Schedule 7.11 - Schedule of Stockholders to be Parties to
Stockholder Agreements
99.1 Registration Rights Agreement, dated as of December 28, 2000, by
and among Incyte Genomics, Inc. and the former stockholders of
Proteome, Inc. listed therein.
The following schedule to the Registration Rights Agreement
has been omitted. Incyte will furnish copies of the omitted
schedule to the Commission upon request.
Schedule A - List of Stockholders of Proteome, Inc.
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