SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Affymetrix, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-0319159
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
3380 Central Expressway, Santa Clara, California 95051
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form
relates:________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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On February 7, the Company and American Stock Transfer & Trust Company,
as Rights Agent (the "Rights Agent"), entered into Amendment No. 1 (the
"Amendment") to the Rights Agreement, dated October 15, 1998, between the
Company and the Rights Agent (the "Rights Agreement"). The Amendment extends the
expiration date of the Rights Agreement until February 7, 2010. The Amendment
also increases the Purchase Price for each one one-thousandth of a share of
Series B Preferred Stock purchasable upon the exercise of a Right to $1,250. The
effective date of the Amendment is February 7, 2000.
The text of the Amendment is attached as Exhibit 4.1 and incorporated
herein by reference. The foregoing description of the Amendment is qualified by
reference to Exhibit 4.1.
Item 2. Exhibits.
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4.1 Amendment No. 1 to Rights Agreement, dated as of February 7, 2000,
between Affymetrix, Inc. and American Stock Transfer & Trust Company, as Rights
Agent.
99.1 Press Release issued by Affymetrix, Inc., dated February 7, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 29 2000 AFFYMETRIX, INC.
By: /s/ Vern Norviel
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Name: Vern Norviel
Title: Senior Vice President and
General Counsel
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as
of February 7, 2000, is between Affymetrix, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of October 15, 1998 between the Company and the Rights Agent
(the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 7(a)
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Clause (i) of Section 7(a) of the Rights Agreement is amended and
restated to read in its entirety as follows:
"(i) the Close of business on February 7, 2010 (the "Final
Expiration Date"),"
2. Amendment of Section 7(b).
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The first sentence of Section 7(b) of the Rights Agreement is amended
and restated to read in its entirety as follows:
"The Purchase Price shall initially be $1,250.00 for each one
one-thousandth of a share of Series B Preferred Stock
purchasable upon the exercise of a Right."
3. Effectiveness.
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This Amendment shall be deemed effective as of February 7, 2000 as if
executed by both parties hereto on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
4. Miscellaneous.
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This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to
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be an original, and all such counterparts shall together constitute but one and
the same instrument. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other authority to be
invalid, illegal, or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.
AFFYMETRIX, INC.
By: /s/ Vern Norviel
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Name: Vern Norviel
Title: Senior Vice President
and General Counsel
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Rights Agent
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Title: Vice President
6
A F F Y M E T R I X
CONTACT:
AFFYMETRIX, INC.
Edward M. Hurwitz
Vice President and Chief Financial Officer
(408) 731-5000
Anne Bowdidge
Associate Director of Investor Relations
(408) 731-5925
AFFYMETRIX ANNOUNCES AMENDMENT TO ITS
SHAREHOLDER RIGHTS PLAN
SANTA CLARA, CA - FEBRUARY 7, 2000 - Affymetrix, Inc., (Nasdaq: AFFX) announced
today that the Board of Directors approved an amendment to its shareholder
rights plan initially adopted in 1998. The amendment increases the exercise
price of the Preferred Share Purchase Rights to $1,250.00 and extends the
expiration date of the plan to February 2010. Under the amended plan, each
Preferred Share Purchase Right entitles stockholders to buy one one-thousandth
of a share of series B Junior Participating Preferred Stock of the Company at
the new exercise price of $1,250.00.
The Rights will be exercisable if a person or group acquires beneficial
ownership of 15% or more of the Common Stock of the Company or announces a
tender offer for 15% or more of the Common Stock. The Rights are designed to
assure that all stockholders of the Company receive fair and equal treatment in
the event of any proposed takeover of the Company and to guard against partial
tender offers, open market accumulations and other tactics designed to gain
control of the Company without paying all stockholders a fair price.
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 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.
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