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 28, 1995
Mycogen Corporation
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(Exact name of registrant as specified in its charter)
California 0-15881 95-3802654
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
5501 Oberlin Drive, San Diego California, 92121
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(Address of principal executive offices)
Registrant's telephone number, including area code: 619-453-8030
Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
1. QUARTERLY OPERATING REVENUES BY SEGMENT (UNAUDITED)
The Company has elected to report quarterly operating revenues by segment
for the fiscal year ended August 31, 1995 as a result of the change in fiscal
year end. The new fiscal quarters end in November, February, May and August.
Seed operating revenues are concentrated mainly in the second and third fiscal
quarters and Crop Protection operating revenues are concentrated mainly in the
third and fourth quarters. Second and third quarter seed operating revenues
include estimates for returns that generally occur during the fourth quarter.
Consequently, fourth quarter seed operating revenues include adjustments for
those earlier estimates. Operating revenues for the fiscal year ended August 31,
1995 are as follows:
Quarter
(In thousands) First Second Third Fourth
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Seed $ 596 $ 23,909 $ 44,439 $ (3,615)
Crop Protection Services 8,913 3,752 11,430 16,745
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$ 9,509 $ 27,661 $ 55,869 $ 13,130
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2. CHANGE IN STATE OF INCORPORATION FROM DELAWARE TO CALIFORNIA
The Company was reincorporated from Delaware to California on October 26,
1995 (the "Reincorporation") in accordance with an Agreement and Plan of Merger.
The Reincorporation was approved by the Company's Board of Directors and
shareholders on April 20, 1995. The Reincorporation was accomplished by merging
Mycogen Corporation, a Delaware corporation ("Mycogen-Delaware") into a wholly-
owned California subsidiary called Mycogen California, Inc. ("Mycogen-
California") formed for purposes of the Reincorporation. Each outstanding share
of Mycogen-Delaware's capital stock was exchanged for a corresponding share of
capital stock of Mycogen-California. Upon the completion of the Reincorporation,
Mycogen-California changed its name to Mycogen Corporation, a California
corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) No financial statements are required to be filed with this Form 8-K because
the capital structure and the balance sheet of the Company immediately after the
reincorporation was the same as its predecessor.
(b) No pro forma financial information is required to be filed with this Form
8-K.
(c) Exhibits.
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Exhibit Number Description
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2.1 Agreement and Plan of Merger of Mycogen
Corporation, a Delaware corporation and Mycogen
California, Inc., a California corporation.
3.1 Articles of Incorporation of the Company.
3.2 Bylaws of the Company.
3.3 Certificate of Determination of Rights,
Preferences and Privileges of Series B Junior
Participating Preferred Stock of Mycogen
Corporation.
4.1 Specimen of Common Stock Certificate, $0.001 par
value.
4.2 Amended and Restated Rights Agreement.
10.1 Form of Indemnity Agreement between the Company
and each of its directors.
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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.
Mycogen Corporation
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(Registrant)
Date: November 28, 1995 /s/ James A. Baumker
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James A. Baumker
Vice President,
Chief Financial Officer,
Chief Accounting Officer
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