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): September 14, 1999
-----------------------------
Affymetrix, Inc.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28218 77-0319159
- ----------------------------- ------------ -------------------
(State or Other Jurisdiction) (Commission (IRS Employer
of Incorporation File Number) Identification No.)
3380 Central Expressway, Santa Clara, CA 95051
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 731-5000
---------------------------
Not applicable
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
------------
Affymetrix, Inc., a Delaware corporation (the "Company"), issued one
press release on September 14, 1999, and two press releases on September 17,
1999 in connection with the private placement of its 5% Convertible Subordinated
Notes due 2006.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
Exhibit
Number Description
- -------------------------------------------------------------------------------
99.1 Press Release dated September 14, 1999.
99.2 Press Release dated September 17, 1999.
99.3 Press Release dated September 17, 1999.
-2-
<PAGE>
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, thereunto duly authorized.
AFFYMETRIX, INC.
By: /s/ Vernon A. Norviel
----------------------------------
Name: Vernon A. Noviel
Title: Senior Vice President,
General Counsel and
Secretary
Date: September 27, 1999
-3-
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press Release dated September 14, 1999.
99.2 Press Release dated September 17, 1999.
99.3 Press Release dated September 17, 1999.
FOR IMMEDIATE RELEASE
Contact: Affymetrix, Inc.
----------------
Edward M. Hurwitz Anne Bowdidge
Vice President and Associate Director
Chief Financial Officer of Investor Relations
(408) 731-5000 (408) 731-5925
AFFYMETRIX, INC. ANNOUNCES PROPOSED $100 MILLION
CONVERTIBLE SUBORDINATED NOTE OFFER
SANTA CLARA, CA -SEPTEMBER 14, 1999- Affymetrix, Inc., (NASDAQ: AFFX) announced
today that it proposes to make a private offering of $100 million of Convertible
Subordinated Notes due 2006 (the "Notes") with an option to issue an additional
$25 million of Notes
The Notes will be convertible into Common Stock, at the option of the holder, at
a price to be determined. The Company expects to complete this offering in
September, 1999.
The Notes have not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and unless so registered, may not be
offered or sold in the United States, except pursuant to an applicable exemption
from the registration requirements of the Securities Act of 1933, as amended,
and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as amended.
Affymetrix has developed and intends to establish its GeneChip(R) system as the
platform of choice for acquiring, analyzing and managing complex genetic
information in order to improve the diagnosis, monitoring and treatment of
disease. The Company's GeneChip system consists of disposable DNA probe arrays
containing gene sequences on a chip, reagents for use with the probe arrays, a
scanner and other instruments to process the probe arrays and software to
analyze and manage genetic information. Additional information on Affymetrix and
GeneChip technology can be found at www.affymetrix.com.
Page 1
<PAGE>
All statements in this press release that are not historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act,
including statements regarding the Company's "expectations," "beliefs," "hopes,"
"intentions," "strategies" or the like. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially for
Affymetrix from those projected, including, but not limited to, uncertainties
relating to technological approaches, product development, manufacturing, and
market acceptance, uncertainties related to cost and pricing of Affymetrix
products, dependence on collaborative partners, uncertainties relating to sole
source suppliers, uncertainties relating to FDA and other regulatory approvals,
competition, risks relating to intellectual property of others and the
uncertainties of patent protection and litigation. These and other risk factors
are discussed in Affymetrix' Annual Report on Form 10-K for the year ended
December 31, 1998 and 10-Q for the quarter ended June 30, 1999 and Form S-3
filed July 12, 1999, as amended. Affymetrix expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Affymetrix'
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statements are based. Affymetrix, GeneChip and
the Affymetrix logo are registered trademarks used by Affymetrix, Inc.
Page 2
FOR IMMEDIATE RELEASE
Contact: Affymetrix, Inc.
----------------
Edward M. Hurwitz Anne Bowdidge
Vice President and Associate Director
Chief Financial Officer of Investor Relations
(408) 731-5000 (408) 731-5925
AFFYMETRIX, INC. RAISES $125 MILLION IN CONVERTIBLE
SUBORDINATED DEBT PLACEMENT
SANTA CLARA, CA -SEPTEMBER 17, 1999- Affymetrix, Inc., (NASDAQ: AFFX) announced
today the private placement of $125 million principal amount of 5% Convertible
Subordinated Notes due 2006. The Notes are convertible, subject to adjustment in
certain circumstances, into Affymetrix common stock at a price equal to $123.00
per share.
Affymetrix has agreed to file a registration statement for the resale of the
Notes and the shares of common stock issuable upon the conversion of the Notes
within 90 days after the closing date. This summary of the terms and conditions
of the Notes is not intended to be a complete summary of the terms and
conditions of such securities. Copies of the Notes and related documents will be
filed with SEC on a form 8-K after the closing date.
The Notes have not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and unless so registered, may not be
offered or sold in the United States, except pursuant to an applicable exemption
from the registration requirements of the Securities Act of 1933, as amended,
and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as amended.
Affymetrix has developed and intends to establish its GeneChip(R) system as the
platform of choice for acquiring, analyzing and managing complex genetic
information in order to improve the diagnosis, monitoring and treatment of
disease. The Company's GeneChip system consists of disposable DNA probe arrays
containing gene sequences on a chip, reagents for use with the probe arrays, a
scanner and other instruments to process the probe arrays and software to
analyze and manage genetic information. Additional
Page 1
<PAGE>
information on Affymetrix and GeneChip technology can be found at
www.affymetrix.com.
All statements in this press release that are not historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act as
amended, including statements regarding the Company's "expectations," "beliefs,"
"hopes," "intentions," "strategies" or the like. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially for
Affymetrix from those projected, including, but not limited to, uncertainties
relating to technological approaches, product development, manufacturing, and
market acceptance, uncertainties related to cost and pricing of Affymetrix
products, dependence on collaborative partners, uncertainties relating to sole
source suppliers, uncertainties relating to FDA and other regulatory approvals,
competition, risks relating to intellectual property of others and the
uncertainties of patent protection and litigation. These and other risk factors
are discussed in Affymetrix' Annual Report on Form 10-K for the year ended
December 31, 1998 and 10-Q for the quarter ended June 30, 1999 and Form S-3
filed July 12, 1999, as amended. Affymetrix expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Affymetrix'
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statements are based. Affymetrix, GeneChip and
the Affymetrix logo are registered trademarks used by Affymetrix, Inc.
Page 2
FOR IMMEDIATE RELEASE
Contact: Affymetrix, Inc.
----------------
Edward M. Hurwitz Anne Bowdidge
Vice President and Associate Director
Chief Financial Officer of Investor Relations
(408) 731-5000 (408) 731-5925
AFFYMETRIX, INC. ANNOUNCES EXERCISE OF OPTION
SANTA CLARA, CA -SEPTEMBER 17, 1999- Affymetrix, Inc., (NASDAQ: AFFX) announced
today that the initial purchaser of its recently completed private placement of
$125 million principal amount of 5% Convertible Subordinated Notes due 2006 has
exercised its option and purchased an additional $25 million of Notes. The Notes
are convertible into Affymetrix Common Stock at a price equal to $123.00 per
share. Gross proceeds from the offering, including exercise of the option, are
$150 million.
Affymetrix has agreed to file a registration statement for the resale of the
Notes and the shares of common stock issuable upon the conversion of the Notes
within 90 days after the closing date. This summary of the terms and conditions
of the Notes is not intended to be a complete summary of the terms and
conditions of such securities. Copies of the Notes and related documents will be
filed with SEC on a form 8-K after the closing date.
The Notes have not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and unless so registered, may not be
offered or sold in the United States, except pursuant to an applicable exemption
from the registration requirements of the Securities Act of 1933, as amended,
and applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as amended.
Affymetrix has developed and intends to establish its GeneChip(R) system as the
platform of choice for acquiring, analyzing and managing complex genetic
information in order to improve the diagnosis, monitoring and treatment of
disease. The Company's GeneChip system consists of disposable DNA probe arrays
containing gene sequences on a chip, reagents for use with the probe arrays, a
scanner and other instruments to process the probe arrays and software to
analyze and manage genetic information. Additional
Page 1
<PAGE>
information on Affymetrix and GeneChip technology can be found at
www.affymetrix.com.
All statements in this press release that are not historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act as
amended, including statements regarding the Company's "expectations," "beliefs,"
"hopes," "intentions," "strategies" or the like. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially for
Affymetrix from those projected, including, but not limited to, uncertainties
relating to technological approaches, product development, manufacturing, and
market acceptance, uncertainties related to cost and pricing of Affymetrix
products, dependence on collaborative partners, uncertainties relating to sole
source suppliers, uncertainties relating to FDA and other regulatory approvals,
competition, risks relating to intellectual property of others and the
uncertainties of patent protection and litigation. These and other risk factors
are discussed in Affymetrix' Annual Report on Form 10-K for the year ended
December 31, 1998 and 10-Q for the quarter ended June 30, 1999 and Form S-3
filed July 12, 1999, as amended. Affymetrix expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Affymetrix'
expectations with regard thereto or any change in events, conditions, or
circumstances on which any such statements are based. Affymetrix, GeneChip and
the Affymetrix logo are registered trademarks used by Affymetrix, Inc.
Page 2
