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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
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Date of Report (Date of earliest event reported): December 22, 2000
AFFYMETRIX, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-28218 77-0319159
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3380 Central Expressway, Santa Clara, California 95051
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(Address of principal executive offices) (Zip Code)
(408) 731-5000
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
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Items 1-4.
Not Applicable.
Item 5. OTHER EVENTS.
OGT U.K. Action
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On December 22, 2000, the U.K. High Court issued a ruling in litigation
brought against Affymetrix, Inc. (the "Company") by Oxford Gene Technology
Limited ("OGT") on an application by the Company to determine the effective
date of the transfer to the Company of the license (the "License") to what
have been called the "Southern Patents" (which include United States Patent
numbers 5,700,637, 6,054,270, 5,436,327 and European Patent numbers
0-373-203, 0-386-229 as well as other U.S. and foreign patents) in connection
with the Company's purchase of the Beckman Coulter, Inc. ("Beckman")
microarray business. The December 22, 2000 ruling by the U.K. High Court
allowed the Company's application and held that the effective date of the
transfer of the License to the Company in connection with its purchase of the
Beckman microarray business was June 5, 1999.
OGT Delaware Action
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As previously disclosed, on November 10, 2000 the jury in OGT's patent
infringement case against the Company in the United States District Court for
the District of Delaware, rendered its verdict that the Company infringed
OGT's U.S. Patent No. 5,700,637 under the "doctrine of equivalents." The
Delaware court is considering the Company's motions for judgement as matter
of law ("JMOL") that, if granted, would eliminate the jury's verdict. The
court scheduled the due date for the opening briefs on the JMOL motions for
January 15, 2001. Opposition briefs are due on February 15, 2001 and reply
briefs are due on March 8, 2001. The court indicated that oral arguments on
the JMOL motions will be held in late March 2001. In the event that the
Company's motions are denied and the Company's defenses are tried and
rejected by the court at a future date yet to be determined by the court, the
Company may be obligated to pay damages to OGT arising from sales of certain
of the Company's products during the period beginning on the date of the
issuance of the '637 patent and ending on the date that the Company acquired
a license to the '637 patent in connection with the Company's purchase of
Beckman Coulter, Inc.'s microarray business. Although the Company believes
any such damages should be limited and should not have a material impact on
its future business or operations, the amount and timing of these damages are
uncertain and may result in an adverse financial impact on the Company's
business. In addition, pursuant to the compensation arrangement that the
Company has with its legal counsel, the Company has agreed to pay its legal
counsel additional fees if the Company is successful in defending this case.
Accordingly, depending on the success of the final outcome of the case, the
Company may incur an incremental legal expense as a result of this
compensation arrangement.
All statements in this current report 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 the Company from those projected, including,
but not limited to, uncertainties relating to technological approaches, product
development, manufacturing, market acceptance, personnel retention, equity
dilution, uncertainties related to the ability to realize benefits from
acquisitions, uncertainties related to cost and pricing of the Company's
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 the Company's Annual Report on Form 10-K for the year ended
December 31, 1999 and other SEC reports, including its Quarterly Reports on Form
10-Q for subsequent quarterly periods. The Company 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 the
Company's expectations with regard thereto or any change in events, conditions,
or circumstances on which any such statements are based.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
Item 8. CHANGE IN FISCAL YEAR.
Not Applicable.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable.
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.
AFFYMETRIX, INC.
By: /s/ VERN NORVIEL
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Name: Vern Norviel
Title: Senior Vice President, General
Counsel and Secretary
Date: December 28, 2000
