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
May 30, 1997
Date of Report (Date of earliest event reported)
CELL GENESYS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19986 94-3061375
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
342 Lakeside Drive
Foster City, California 94404
(Address of principal executive offices, including zip code)
(415) 358-9600
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On May 30, 1997, Cell Genesys, Inc., a corporation organized under the
laws of the State of Delaware ("Cell Genesys"), acquired Somatix Therapy
Corporation, a corporation organized under the laws of the State of Delaware
("Somatix"), pursuant to the merger (the "Merger") of S Merger Corp., a
corporation organized under the laws of the State of Delaware ("Merger Sub") and
a direct wholly owned subsidiary of Cell Genesys, and upon the terms set forth
in the amended and restated agreement and plan of merger and reorganization,
dated as of March 27, 1997 (the "Merger Agreement"), among Cell Genesys, Merger
Sub and Somatix.
A copy of the press release regarding consummation of the Merger
issued by Cell Genesys on May 30, 1997 is attached hereto as Exhibit 99.1.
A copy of the Merger Agreement is attached as Exhibit 2.1 to the
Registration Statement of Cell Genesys on Form S-4 filed with the Securities and
Exchange Commission on April 30, 1997 (the "Registration Statement"), and is
incorporated herein by reference.
The additional information required by this Item 2 is contained in the
Registration Statement and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The information required by this Item 7(a) is contained in Somatix's
Annual Report on Form 10-K for the fiscal year ended June 30, 1996 and Somatix's
Quarterly Reports on Form 10-Q for the fiscal quarters ended September 30, 1996,
December 31, 1996 and March 31, 1997, and is incorporated herein by reference.
(b) Pro Forma Financial Information
The information required by this Item 7(b) is set forth on pages 84
through 88 of the Joint Proxy Statement/Prospectus of Cell Genesys and Somatix
contained in the Registration Statement and is incorporated herein by reference.
(c) Exhibits.
Exhibit No. Description
----------- -----------
99.1 Press release issued May 30, 1997 announcing the consummation
of the acquisition of Somatix Therapy Corporation by Cell
Genesys, Inc.
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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.
CELL GENESYS, INC.
Dated: June 6, 1997 By: /s/ KATHLEEN SEREDA GLAUB
---------------------------
Kathleen Sereda Glaub
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release issued May 30, 1997 announcing the consummation
of the acquisition of Somatix Therapy Corporation by Cell
Genesys, Inc.