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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JULY 22, 1996
(Date of earliest event reported)
INCYTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-27488 94-3136539
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3174 PORTER DRIVE, PALO ALTO, CALIFORNIA 94304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 855-0555
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Item 2. Acquisition or Disposition of Assets.
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On July 22, 1996, the Registrant, Incyte Pharmaceuticals, Inc. ("Incyte"),
acquired all of the outstanding shares of capital stock of Genome Systems, Inc.,
a privately held corporation ("Genome Systems"). Genome Systems provides genomic
research products and services used by scientists to assist in the
identification and isolation of novel genes. Pursuant to the Securities Exchange
Agreement dated as of July 22, 1996 among Incyte, Genome Systems and the
securityholders of Genome Systems listed therein (the "Exchange Agreement"),
Incyte exchanged 204,073 shares of its common stock, $.001 par value ("Incyte
Common Stock") for all of the outstanding shares of capital stock of Genome
Systems and issued an option to purchase 10,741 shares of Incyte Common Stock in
exchange for the outstanding option to purchase shares of capital stock of
Genome Systems (the "Exchange"), and Genome Systems became a wholly-owned
subsidiary of Incyte.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
Financial statements of Genome Systems, if required to be filed, will
be filed as soon as practicable, but not later than 60 days after the
date hereof, as it is impracticable to include such financial
statements herewith.
(b) Pro Forma Financial Information.
Pro forma financial information, if required to be filed, will be
filed as soon as practicable, but not later than 60 days after the
date hereof, as it is impracticable to include such financial
information herewith.
(c) Exhibits
2.1 Securities Exchange Agreement, dated as of July 22, 1996, among Incyte
Pharmaceuticals, Inc., Genome Systems, Inc., and the securityholders
of Genome Systems, Inc. listed therein.
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SIGNATURE
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.
Dated: August 6, 1996.
INCYTE PHARMACEUTICALS, INC.
By /s/ Denise M. Gilbert
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Name Denise M. Gilbert
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Title Executive Vice President
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EXHIBIT INDEX
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Exhibit
Number Description
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2.1 Securities Exchange Agreement, dated as of July 22, 1996, among
Incyte Pharmaceuticals, Inc., Genome Systems, Inc., and the
securityholders of Genome Systems, Inc. listed therein.