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 earliest event reported: January 31, 2003
NUVELO, INC.
(Exact Name of Registrant as Specified in Charter)
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| Nevada | | 000-22873 | | 36-3855489 |
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(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
670 Almanor Avenue, Sunnyvale, California 94085
(Address of Principal Executive Offices) (Zip Code)
(408) 524-8100
(Registrant’s telephone number, including area code)
HYSEQ, INC.
(Former Name or Former Address, if Changed Since Last Report)
TABLE OF CONTENTS
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 31, 2003, Hyseq, Inc. and Variagenics, Inc. issued a press release announcing that they have completed the merger of the two companies. Pursuant to the Agreement and Plan of Merger, dated as of November 9, 2002, by and among Hyseq, Vertical Merger Corp., a wholly-owned subsidiary of Hyseq, and Variagenics, Vertical Merger Corp. was merged with and into Variagenics, with Variagenics surviving the merger as a wholly-owned subsidiary of Hyseq, and each outstanding share of Variagenics common stock was converted into the right to receive 1.6451 shares of Hyseq common stock. Promptly thereafter, Variagenics was merged upstream into Hyseq with Hyseq as the surviving entity. In connection with the upstream merger, Hyseq’s articles of incorporation were amended to change its name to “Nuvelo, Inc.” Nuvelo began trading on Nasdaq under the ticker symbol, NUVO, at the open of market on February 3, 2003. The press release announcing the merger is attached hereto as Exhibit 99.1 and incorporated by reference herein in its entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
| | (a) | | Financial Statements of Business Acquired |
All required financial statements with respect to Variagenics will be filed by amendment pursuant to Item 7(a)(4) within 60 days from the date on which this report was required to be filed.
| | (b) | | Pro Forma Financial Information |
All required pro forma financial information will be filed by amendment pursuant to Item 7(b)(2) within 60 days from the date on which this report was required to be filed.
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| 2.1 | | Agreement and Plan of Merger, dated as of November 9, 2002, by and among Hyseq, Inc., Vertical Merger Corp., and Variagenics, Inc. (filed as Exhibit 2.1 to Current Report on Form 8-K filed on November 12, 2002 and incorporated herein by reference) |
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| 99.1 | | Press Release, dated February 3, 2003 |
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.
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| | | NUVELO, INC.
(Registrant) |
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| | | By: | | /s/ Peter S. Garcia |
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| | | | | Peter S. Garcia
Senior Vice President and
Chief Financial Officer |
| Dated: February 4, 2003 | | | | |
EXHIBIT INDEX
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| Exhibit | | |
| No. | | Description |
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| 2.1 | | Agreement and Plan of Merger, dated as of November 9, 2002, by and among Hyseq, Inc., Vertical Merger Corp., and Variagenics, Inc. (filed as Exhibit 2.1 to Current Report on Form 8-K filed on November 12, 2002 and incorporated herein by reference) |
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| 99.1 | | Press Release, dated February 3, 2003 |
