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): February 27, 1996 (February 19, 1996) Mycogen Corporation ------------------- (Exact name of registrant as specified in its charter) California 0-15881 95-3802654 ---------- ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 5501 Oberlin Drive, San Diego California, 92121 ----------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: 619-453-8030 Not Applicable -------------- (Former name or former address, if changed since last report.) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On February 19, 1996, Registrant acquired United AgriSeeds, Inc., a Delaware corporation ("United AgriSeeds") and a subsidiary of DowElanco, an Indiana General Partnership ("DowElanco"). Registrant issued about 4.5 million shares of Registrant's Common Stock to DowElanco in exchange for United AgriSeeds and cash. The information required by (a) and (b) is hereby incorporated by reference from the Registrant's Press Release dated February 20, 1996, and attached hereto as Exhibit 28.1. The Registrant intends to continue United AgriSeeds current business purpose. 1 ITEMS 3 THROUGH 6. Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) It is anticipated that any applicable Financial Statements will be available within the next (60) days and will be filed separately under Form 8-K/A. (b) It is anticipated that any applicable Pro Forma Financial Statements will be available within the next (60) days and will be filed separately under Form 8-K/A. (c) Exhibits. --------- Exhibit Number Description -------------- ----------- 2.1 Exchange and Purchase Agreement Among Mycogen Corporation, Agrigenetics, Inc., DowElanco and United AgriSeeds. 99.1 Registrant's Press Release dated February 20, 1996. 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 ------------------- (Registrant) Date: February 27, 1996 /s/ James A. Baumker ----------------- -------------------- James A. Baumker Vice President, Chief Financial Officer, Chief Accounting Officer 2