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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 (Date of earliest event reported): February 9, 2000
AFFYMETRIX, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28218 77-0319159
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
3380 Central Expressway, Santa Clara, California 95051
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Address of Principal Executive Offices
Registrant's telephone number, including area code : (408) 731-5000
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ITEM 5. OTHER EVENTS.
On February 9, 2000, Genetic MicroSystems, Inc. ("GMS"), a
Massachusetts corporation, merged with and into GMS Acquisition, Inc. ("Merger
Sub"), a Massachusetts corporation and wholly owned subsidiary of Affymetrix,
Inc. (the "Company"). As a result of the merger, GMS became a wholly owned
subsidiary of the Company. In the merger, each share of GMS common and preferred
stock issued and outstanding prior to the consummation of the merger (other than
those shares owned by the Company or GMS) was converted into, and became
exchangeable for the right to receive 0.2797 of a share of common stock of the
Company, together with the associated purchase rights. Moreover, each option or
warrant exercisable for GMS common or preferred stock issued and outstanding
prior to the consummation of the merger (other than those options or warrants
owned by the Company or GMS) was converted into an option or warrant exercisable
for the same fraction of a share of Affymetrix common stock, together with
associated purchase rights, under the same terms and conditions as existed for
the original option or warrant. As a result of the merger, the Company will
issue, in the aggregate, 1,070,000 shares of common stock of the Company.
A copy of the press release issued in connection therewith is filed
as an Exhibit hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Press Release.
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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.
Dated: February 11, 2000 By: /s/ Vern Norviel
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Name: Vern Norviel
Title: Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release
FOR IMMEDIATE RELEASE
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Contact: Affymetrix, Inc.
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Edward M. Hurwitz Anne Bowdidge
Vice President and Associate Director
Chief Financial Officer of Investor Relations
(408) 731-5000 (408) 731-5925
AFFYMETRIX COMPLETES ACQUISITION OF GENETIC
MICROSYSTEMS
SANTA CLARA, CA -FEBRUARY 10, 2000- Affymetrix, Inc., (NASDAQ: AFFX) announced
today the completion of its acquisition of Genetic MicroSystems, Inc. (GMS), a
privately-held DNA instrumentation company located in Woburn, Mass. In the
acquisition, which was announced on September 13, 1999, Affymetrix will issue
shares of its common stock in exchange for all of the outstanding capital stock
of GMS. The transaction is intended to qualify as a tax-free reorganization and
to be accounted for as a pooling of interests. GMS will operate as a wholly
owned subsidiary of Affymetrix and will maintain its facilities and operations
in Woburn, Mass.
Affymetrix will offer the GMS product line as a complement to its GeneChip(R)
platform for researchers who want the flexibility to make low-volumes of
microarrays using both known and unknown genes. Affymetrix will continue to
market its GeneChip platform to researchers desiring quantitative, reproducible
genetic data for both expression and genotyping applications.
"Now that the acquisition is complete, we can accelerate our efforts to
integrate GMS' capabilities to enhance our existing product offerings, including
software, instrumentation and applications support," said Susan E. Siegel,
President of Affymetrix. "This acquisition further expands our ability to
provide the research community with a comprehensive solution for all their gene
expression analysis needs and other DNA array applications."
Affymetrix is a leader in developing and commercializing systems to acquire,
analyze and manage complex genetic information in order to improve the quality
of life. 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. The Company's spotted array system
enables individual researchers to create and analyze custom microarrays on an
easy-to-use, cost efficient platform. Additional information on Affymetrix and
GeneChip technology can be found at www.affymetrix.com.
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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 as
amended, including statements regarding Affymetrix' "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, 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, Form l0-Q for the quarter ended September 30, 1999, Form S-3
filed July 12, 1999, as amended, Form S-3 filed December 10, 1999 and Form S-4
filed October 14, 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.
