SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K/A
AMENDMENT NO. 2
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.) |
675 Almanor Avenue, Sunnyvale, California 94085
(Address of Principal Executive Offices)(Zip Code)
(408) 215-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
TABLE OF CONTENTS
As set forth below, Nuvelo, Inc. hereby amends its Current Report on Form 8-K/A filed on February 14, 2003, in connection with the merger of Hyseq, Inc. and Variagenics, Inc. with Hyseq as the surviving entity and changing its name to Nuvelo.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
| | (a) | | Financial Statements of Business Acquired |
| | | | Variagenics’ audited consolidated balance sheets as of December 31, 2002 and 2001, audited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 2002, the accompanying notes and the report of Independent Accountants are attached hereto as Exhibit 99.1 and incorporated herein by reference. |
| | (b) | | Pro Forma Financial Information |
| | | | Nuvelo’s unaudited pro forma condensed combining statement of operations for the year ended December 31, 2002, and unaudited pro forma condensed combining statement of operations for the three months ended March 31, 2003, are attached hereto as Exhibit 99.2 and incorporated herein by reference. |
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| | (c) | | Exhibits |
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| 23.1 | | Consent of PricewaterhouseCoopers LLP, Independent Auditors |
| 99.1 | | Variagenics’ audited consolidated balance sheets as of December 31, 2002 and 2001, audited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 2002, the accompanying notes and the report of Independent Accountants |
| 99.2 | | Nuvelo’s unaudited pro forma condensed combining statement of operations for the year ended December 31, 2002, and unaudited pro forma condensed combining statement of operations for the three months ended March 31, 2003 |
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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.
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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: July 3, 2003
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EXHIBIT INDEX
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| Exhibit | | |
| No. | | Description |
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| 23.1 | | Consent of PricewaterhouseCoopers LLP, Independent Auditors |
| 99.1 | | Variagenics’ audited consolidated balance sheets as of December 31, 2002 and 2001, audited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years ended December 31, 2002, the accompanying notes and the report of Independent Accountants |
| 99.2 | | Nuvelo’s unaudited pro forma condensed combining statement of operations for the year ended December 31, 2002, and unaudited pro forma condensed combining statement of operations for the three months ended March 31, 2003 |
