UNITED STATES
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
DATE OF REPORT: JANUARY 22, 1998
(Date of earliest event reported)
INCYTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27488 94-3136539
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3174 PORTER DRIVE
PALO ALTO, CALIFORNIA, 94304
(Address of principal executive offices)
(650) 855-0555
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
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On January 22, 1998, Bond Acquisition Corporation ("Merger Subsidiary"),
a Delaware corporation and a wholly owned subsidiary of the Registrant, Incyte
Pharmaceuticals, Inc. ("Incyte"), was merged with and into Synteni, Inc.
("Synteni"), a Delaware corporation, pursuant to the Agreement and Plan of
Merger, dated as of December 23, 1997, among Incyte, Merger Subsidiary, and
Synteni (the "Agreement"). The merger of Merger Subsidiary with and into
Synteni (the "Merger") became effective at the time of filing of a certificate
of merger with the Delaware Secretary of State on January 22, 1998 (the
"Effective Time"). At the Effective Time, (i) Merger Subsidiary ceased to
exist, (ii) Synteni, as the surviving corporation in the Merger, became a
wholly owned subsidiary of Incyte, and (iii) each share of Synteni capital
stock (a "Synteni Share") outstanding immediately prior to the Effective Time
was converted into the right to receive 0.1246 of a share of Common Stock,
$.001 par value, of Incyte ("Incyte Common Stock").
In addition, pursuant to the Agreement, each option to purchase Synteni
Shares granted under Synteni's 1996 Equity Incentive Plan (the "Synteni Plan")
outstanding immediately prior to the Effective Time was converted into an
option to purchase Incyte Common Stock and Incyte assumed each such
outstanding Synteni stock option in accordance with the terms of the Synteni
Plan and the stock option agreement by which it is evidenced. By virtue of
the assumption by Incyte of such Synteni stock options, from and after the
Effective Time: (i) each Synteni stock option assumed by Incyte may be
exercised solely for Incyte Common Stock; (ii) the number of shares of Incyte
Common Stock subject to each such Synteni stock option is equal to the number
of Synteni Shares subject to such Synteni stock option immediately prior to
the Effective Time multiplied by 0.1246 (the exchange ratio in the Merger),
rounded down to the nearest whole number of shares of Incyte Common Stock; and
(iii) the per share exercise price for each such Synteni stock option is equal
to the quotient obtained by dividing the exercise price per share of such
stock option immediately prior to the Effective Time by 0.1246, rounded up to
the nearest whole cent. Pursuant to the Merger Agreement, 10% of the shares
of Incyte Common Stock to be issued to former Synteni stockholders in the
Merger will be placed in escrow as security for any losses Incyte incurs or
reasonably anticipates incurring by reason of breaches by Synteni of
covenants, representations or warranties contained in the Merger Agreement.
The former stockholders of Synteni are receiving approximately 2.3
million shares of Incyte Common Stock in the Merger (which amount includes
shares that continue to be subject to repurchase in the event of certain
events, such as termination of the holder's employment with Synteni). In
addition, approximately 0.3 million shares of Incyte Common Stock may be
issued in connection with the exercise of Synteni stock options assumed by
Incyte pursuant to the Merger.
The Merger is intended to qualify as a tax-free reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended,
and to be accounted for as a pooling of interests.
Incyte has entered into a registration rights agreement, dated as of
December 23, 1997, with the former stockholders of Synteni (the "Registration
Rights Agreement") pursuant to which Incyte has agreed to use its reasonable
efforts to file, and cause to become effective on or before July 21, 1998, a
registration statement with the Securities and Exchange Commission covering
the resale of up to 45% of the shares of Incyte Common Stock issued to former
stockholders of Synteni pursuant to the Merger.
Synteni has developed and commercialized technology for generating
microarrays and related software and services. Synteni provides microarray
services non-exclusively to the pharmaceutical, biotechnology and agricultural
industries.
The foregoing descriptions of the Merger Agreement and Registration
Rights Agreement are qualified in their entirety to the full text of such
Agreements, copies of which are attached hereto as exhibits and which are
incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements at
the time of the filing of this Current Report on Form 8-K. Required financial
statements will be filed on a Form 8-K/A as soon as practicable after the date
hereof, but not later than April 7, 1998.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
statements at the time of the filing of this Current Report on Form 8-K.
Required pro forma financial statements will be filed on a Form 8-K/A as soon
as practicable after the date hereof, but not later than April 7, 1998.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December 23, 1997,
among Incyte Pharmaceuticals, Inc., Bond Acquisition Corporation and Synteni,
Inc.
4.1 Registration Rights Agreement, dated as of December 23, 1997,
among Incyte Pharmaceuticals, Inc. and the former stockholders of Synteni,
Inc. listed therein.
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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.
Dated: February 5, 1998
INCYTE PHARMACEUTICALS, INC.
By: /s/ Denise M. Gilbert
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Name: Denise M. Gilbert
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Title: Executive Vice President and
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Chief Financial Officer
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