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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
FILING NO. 1 FOR THE MONTH OF DECEMBER, 2001
VISIBLE GENETICS INC.
(Exact name of Registrant)
700 BAY STREET, SUITE 1000, TORONTO ON, CANADA M5G 1Z6
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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VISIBLE GENETICS INC.
On December 26, 2001, we issued a press release announcing that we have
closed a private placement of 2,637,890 common shares at US$8.34 per share, for
total proceeds of US$22 million. The per-share price represents a 16% discount
to the average closing price of the company's common shares for the ten trading
days prior to closing of the offering. The shares were placed directly with U.S.
institutional investors. The funds will be used for general working capital
purposes.
The securities offered in the private placement have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements. We intend to file a shelf registration statement with
the U.S. Securities and Exchange Commission covering the shares issued in the
private placement within 45 days.
This Form 6-K contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks, uncertainties and
other factors which may cause our results to differ materially from
expectations. These include risks relating to the ability to obtain market
acceptance of genotyping and our products, delays in, or the refusal of,
insurance companies and other third-party payors to reimburse us for our
products, delays in product development, our ability to acquire and protect
intellectual property important to our business through patents, licenses or
other arrangements, claims that our intellectual property may interfere with the
rights of others, ability to obtain regulatory approvals, delays in making the
new Atlanta manufacturing facility operational, and other risks detailed from
time to time in our SEC filings, including our most recent Annual Report on Form
20-F. These forward-looking statements speak only as of the date hereof. We
disclaim any intent or obligation to update these forward-looking statements.
We hereby incorporate by reference this Form 6-K into our Registration
Statements on Form F-3, and into the prospectuses contained therein, (File Nos.
333-67607, 333-68939, 333-91155, 333-94649, 333-32258 and 333-40616) and our
outstanding Registration Statements on Form S-8 and into the reoffer
prospectuses contained therein.
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, thereunto duly authorized.
VISIBLE GENETICS INC.
Date: December 26, 2001 By: /S/ THOMAS J. CLARKE
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Name: Thomas J. Clarke
Title: Chief Financial Officer