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): July 22, 2005
CuraGen Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-23223 | | 06-1331400 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
555 Long Wharf Drive, 11th Floor
New Haven, Connecticut 06511
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (203) 401-3330
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On July 26, 2005, 454 Life Sciences (“454”), a majority-owned subsidiary of CuraGen Corporation, announced the achievement of all initial milestones under their exclusive world-wide agreement with Roche Diagnostic Group (“Roche”), bringing the total milestone payments received by 454 from Roche to $11.5 million.
In May 2005, 454 and Roche entered into an exclusive 5-year, world-wide agreement for the promotion, sale, and distribution of 454’s Genome Sequencing Systems, including proprietary kits and reagents. Under the terms of the agreement, 454 will receive up to $62 million dollars in license fees, milestones related to instrument releases, minimum royalties and research funding.
A copy of the press release is attached to this Current Report on Form 8-K asExhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) The following exhibit is furnished with this report:
| | |
Exhibit
Number
| | Description
|
| 99.1 | | Press release of Registrant dated July 26, 2005. |
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.
| | | | |
| | | CURAGEN CORPORATION |
| | | (Registrant) |
| | |
| Date: July 26, 2005 | | By: | | /s/ David M. Wurzer
|
| | | Name: | | David M. Wurzer |
| | | Title: | | Executive Vice President and |
| | | | | Chief Financial Officer |
