UNITED STATES
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): November 8, 2004
Icoria, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-30365 56-2047837
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
108 T.W. Alexander Drive,
Research Triangle Park, North Carolina 27709
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 425-3000
Paradigm Genetics, Inc.
(Former name or former address, if changed since last report)
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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 8, 2004, Icoria, Inc. (the "Company" or "ICOR") Nasdaq(R) NM
issued a press release announcing its financial results for the third quarter
ended September 30, 2004. A copy of the press release is furnished as Exhibit
99.1 to this report and is incorporated herein by reference.
This information shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") and
shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
(b) On November 8, 2004, Philip R. Alfano, the Company's Vice President,
Finance, Chief Financial Officer and Treasurer announced, for personal reasons,
his intention to step down from his current position with the Company effective
December 31, 2004. Until the effective date, Mr. Alfano will continue in his
current role with the Company. Thereafter, both he and the Company intend that
he remain employed on a part-time basis, as Special Assistant to the CEO,
involved in special projects.
ITEM 7.01 REGULATION FD DISCLOSURE.
On the November 8, 2004 conference call, the Company discussed its
contract with Bayer AG ("Bayer"), and the Company's belief that Bayer is going
to exercise its right to wind the contract down in early in 2005 due to the
availability of their internal resources for assay development. The impact of
this potential development was discussed in more detail on that call.
This information shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") and
shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Press Release of Icoria, Inc. dated November 8, 2004
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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.
ICORIA, INC.
(Registrant)
Dated: November 9, 2004 By: /s/ Philip R. Alfano
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Philip R. Alfano
Vice President, Finance, Chief
Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1 Press Release of Icoria, Inc. dated November 8, 2004
4