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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): September 29, 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)
Items 1-4.
Not Applicable.
Item 5. OTHER EVENTS.
MERGER AGREEMENT WITH NEOMORPHIC, INC.
On September 29, 2000, Affymetrix, Inc. ("Affymetrix") entered into a definitive
merger agreement (the "Agreement") to acquire Neomorphic, Inc. ("Neomorphic"), a
privately-held computational genomics company. Under the terms of the Agreement,
Affymetrix generally will issue approximately 1.4 million shares of its stock in
exchange for all of Neomorphic's outstanding shares and the assumption of all of
Neomorphic's outstanding stock options. The transaction will be accounted for as
a purchase transaction, and is expected to close in the fourth quarter of 2000,
subject to customary closing conditions. Affymetrix has agreed to register the
resale of the Affymetrix stock issued in the transaction following the closing.
The number of shares of Affymetrix stock to be issued in the transaction may be
increased or decreased depending on Affymetrix' stock performance prior to the
effective date of the registration statement. In lieu of any such increase in
the number of shares of Affymetrix stock to be issued in the transaction,
Affymetrix has the option of paying cash in an aggregate amount not to exceed
$20 million.
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Affymetrix' and Neomorphic's joint press release announcing the execution of the
Agreement is filed as Exhibit 99.1 hereto and is incorporated by reference
herein.
FORMATION OF PERLEGEN SCIENCES, INC.
Affymetrix issued a press release on October 3, 2000 announcing that it has
formed a new genomics subsidiary called Perlegen Sciences, Inc. Affymetrix'
press release announcing the formation of Perlegen Sciences, Inc. is filed as
Exhibit 99.2 hereto and is incorporated by reference herein.
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
The following exhibits are filed herewith:
Exhibit Number Description
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99.1 Press Release
99.2 Press Release
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: October 3, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release
99.2 Press Release
