LYNX THERAPEUTICS INC
8-K, 1997-12-18
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
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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): December 18, 1997



                             Lynx Therapeutics, Inc.
             (Exact name of registrant as specified in its charter)



          Delaware                                              94-3161073
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                     0-22570
                            (Commission File Number)



       3832 Bay Center Place
             Hayward, CA                                            94545
(Address of principal executive offices)                          (Zip Code)



                                 (510) 670-9300
              (Registrant's telephone number, including area code)



                                                        Total number of pages: 4
                                                                     Page 1 of 4


<PAGE>


Item 5.  Other Events


To demonstrate  compliance with the requirements of the National  Association of
Securities  Dealers in connection  with the Company's  proposed  Nasdaq National
Market listing  application,  attached  hereto as Exhibits 99.1 and 99.2 are the
Company's   unaudited  Condensed   Consolidated   Balance  Sheet  and  Condensed
Consolidated Statement of Operations for the period ended November 30, 1997.


Item 7.  Financial Statements and Exhibits

(a)      Financial statements of businesses acquired

         none

(b)      Pro forma financial information

         none

(c)      Exhibits

         99.1  Lynx Therapeutics,  Inc. unaudited Condensed Consolidated Balance
               Sheet for the period ended November 30, 1997

         99.2  Lynx   Therapeutics,   Inc.  unaudited   Condensed   Consolidated
               Statement of Operations  for the eleven months ended November 30,
               1997


                                   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.

                                             Lynx Therapeutics, Inc.
                                             -----------------------------------
                                                        (Registrant)

December 18, 1997                            /s/  Edward C. Albini
- ---------------------------                  -----------------------------------
         (Date)                              Edward C. Albini
                                             Chief Financial Officer
                                             (Principal Financial and Accounting
                                             Officer)

                                                                     Page 2 of 4




                                                                    Exhibit 99.1


                             Lynx Therapeutics, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (In thousands)


                                                                    November 30,
                                                                        1997
                                                                      --------
                                                                     (Unaudited)
Assets
Current assets:
   Cash and cash equivalents                                         $ 11,887
   Short-term investments                                              14,279
   Accounts receivable                                                    110
   Other current assets                                                   181
                                                                     --------
Total current assets                                                   26,457

Property and equipment:
   Leasehold improvements                                               3,790
   Laboratory and other equipment                                       3,524
                                                                     --------
                                                                        7,314
   Less accumulated depreciation and amortization                      (3,475)
                                                                     --------
Net property and equipment                                              3,839

Notes receivable from employees                                           205
                                                                     --------
                                                                     $ 30,501
                                                                     ========
Liabilities and stockholders' equity 
Current liabilities:
   Accounts payable                                                  $    147
   Accrued compensation                                                   291
   Accrued professional fees                                              149
   Deferred revenue from related parties - current                      2,521
   Other accrued liabilities                                              374
                                                                     --------
Total current liabilities                                               3,482

Deferred revenue from related parties - long-term                           0
Other noncurrent liabilities                                              176

Stockholders' equity:
   Preferred stock                                                     27,189
   Common stock                                                        42,702
   Notes receivable from stockholders                                    (460)
   Deferred compensation                                               (1,513)
   Unrealized gain on marketable securities                                (1)
   Accumulated deficit                                                (41,074)
                                                                     --------
Total stockholders' equity                                             26,843
                                                                     --------
                                                                     $ 30,501
                                                                     ========

                                                                     Page 3 of 4




                                                                    Exhibit 99.2


                             Lynx Therapeutics, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)


                                                             Eleven Months Ended
                                                                November 30,
                                                                    1997
                                                                  --------

Net revenues:
   Revenues from collaborative arrangements
     with related parties                                         $  3,908
   Other revenues                                                      294
                                                                  --------
Total revenues                                                       4,202

Operating  expenses:
   Research and development                                         12,556
   General and administrative                                        1,792
                                                                  --------
Total operating  expenses                                           14,348
                                                                  --------

Income/(loss) from operations                                      (10,146)

Interest income                                                        591
                                                                  --------
Net income/(loss)                                                 $ (9,555)
                                                                  ========

Net income/(loss) per share                                       $  (2.60)
                                                                  ========

Shares used in per share computation                                 3,675
                                                                  ========




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