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): December 7, 2001
GENOMICA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-31637 23-2821818
(Commission File Number) (IRS Employer Identification No.)
1715 38TH STREET
BOULDER, COLORADO 80301
(Address of Principal Executive Offices and Zip Code)
(720) 565-4500
(Registrant's telephone number, including area code)
----------
ITEM 5. OTHER EVENTS
On December 5, 2001, the Company was served with a complaint filed in the
District Court, County of Boulder, Colorado, by Rudolf Liedtke, on behalf of
himself and purportedly on behalf of all others similarly situated, against the
Company, each of the current members of its Board of Directors and one former
Director seeking certain injunctive relief (the "Complaint"). The Complaint
alleges a breach of fiduciary duty by the Board of Directors of the Company in
connection with entering into that certain Agreement and Plan of Merger and
Reorganization on November 19, 2001 between the Company and Exelixis, Inc.
("Exelixis"), pursuant to which Exelixis has commenced an exchange offer for
each outstanding share of the Company's common stock. The Company believes the
allegations stated in the Complaint are false and that the action is without
merit. The Company intends to vigorously defend itself against the action.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
None.
2.
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.
GENOMICA CORPORATION
Dated: December 7, 2001 By: /s/ Daniel R. Hudspeth
-----------------------------
Daniel R. Hudspeth
Chief Financial Officer
3.