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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
Date of Report (date of earliest event reported): March 15, 1999
AFFYMETRIX, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28218 77-0319159
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3380 Central Expressway, Santa Clara, CA 95051
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (408) 731-5000
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ITEM 5. OTHER EVENTS
Affymetrix, Inc. (the "Company") issued one press release on March 15,
1999 and another press release March 25, 1999 (collectively, the "Press
Releases") announcing that it had reached a definitive agreement (the
"Agreement") with Growth Fund of America, Inc., which is managed by Capital
Research and Management Company Capital (the "Investor"), for the sale of one
million (1,000,000) shares of the common stock, par value $.01 per share, of the
Company (the "Common Stock") at a price of $32.50 per share. The Company
announced that it intended to use the proceeds from the sale of the Common Stock
for capital expenditures including expansion of its manufacturing capabilities,
expansion of its research and development facilities, research and development,
expansion of its sales and marketing efforts, working capital and other general
corporate purposes.
The Common Stock sold to the Investor has not been registered under
the Securities Act of 1933, as amended (the "Securities Act"). Accordingly,
these shares may not be offered or sold in the United States, except pursuant
to the effectiveness of a registration statement or an applicable exemption
from the registration requirements of the Securities Act. Under the terms of
the Agreement, the Company has agreed to file a registration statement
covering resales of these shares of Common Stock by the Investor.
The Press Releases were issued pursuant to and in accordance with Rule
135c under the Securities Act, and therefore do not constitute offers to sell or
the solicitation of offers to buy the Common Stock. Copies of the Press Releases
are attached as exhibits hereto.
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ITEM 7. EXHIBITS
Exhibit
Number Description
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99.1 Press Release dated as of March 15, 1999.
99.2 Press Release dated as of March 25, 1999.
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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.
Affymetrix, Inc.
Date: March 31, 1999 /s/ Vernon A. Norviel
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Vernon A. Norviel
Senior Vice President, General Counsel
and Secretary
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EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
99.1 Press Release dated as of March 15, 1999
99.2 Press Release dated as of March 25, 1999
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FOR IMMEDIATE RELEASE
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Contact: Edward M. Hurwitz Anne Bowdidge
Vice President and Manager of Investor Relations
Chief Financial Officer (408) 731-5925
(408) 731-5000
AFFYMETRIX ANNOUNCES $32.5 MILLION PRIVATE PLACEMENT
SANTA CLARA, CA -MARCH 15, 1999- Affymetrix, Inc., (NASDAQ: AFFX) announced
today a $32.5 million private placement of its common stock to one qualified
institutional investor.
Under the agreement, the investor is purchasing one million shares of Affymetrix
common stock at a price of $32.50 per share. The transaction, which is subject
to customary closing conditions, is expected to close in approximately 15 days.
The Company intends to use the proceeds from the sale of the common stock for
capital expenditures including expansion of its manufacturing capabilities,
expansion of its research and development facilities, research and development,
expansion of its sales and marketing efforts, working capital and other general
corporate purposes.
Affymetrix has agreed to file a registration statement covering resales of the
shares by the investor. Accordingly, the common stock sold to the investor may
not be offered or sold in the United States, except pursuant to the
effectiveness of such registration statement or an applicable exemption from the
registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the common stock. This press release is being issued pursuant
to and in accordance with Rule 135c under the Securities Act.
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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, 1997 and Form 10-Q for the quarter ended September 30, 1998.
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-Registered Trademark- and the Affymetrix logo are
registered trademarks used by Affymetrix, Inc.
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FOR IMMEDIATE RELEASE
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Contact: Edward M. Hurwitz Anne Bowdidge
Vice President and Manager of Investor Relations
Chief Financial Officer (408) 731-5925
(408) 731-5000
AFFYMETRIX ANNOUNCES CLOSING OF $32.5 MILLION
PRIVATE PLACEMENT
SANTA CLARA, CA -MARCH 25, 1998- Affymetrix, Inc., (NASDAQ: AFFX) announced
today that it has completed the private placement of 1 million shares of common
stock for an aggregate purchase price of $32.5 million to the Growth Fund of
America, Inc., which is managed by Capital Research and Management Company.
The Company intends to use the proceeds from the sale of its common stock for
capital expenditures including expansion of its manufacturing capabilities,
expansion of its research and development facilities, research and development,
expansion of its sales and marketing efforts, working capital and other general
corporate purposes.
The common stock sold to the investor has not been registered under the
Securities Act of 1933. Accordingly, these shares may not be offered or sold in
the United States, except pursuant to the effectiveness of a registration
statement or an applicable exemption from the registration requirements of the
Securities Act. Affymetrix has agreed to file a registration statement covering
resales of these shares by the investor.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the common stock. This press release is being issued pursuant
to and in accordance with Rule 135c under the Securities Act.
Affymetrix has developed and intends to establish its GeneChip-Registered
Trademark- 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.
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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, 1997 and Form 10-Q for the quarter ended September 30, 1998.
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
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