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: August 15, 2000
Date of earliest event reported: August 10, 2000
-----------------------------
Maxygen, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
000-28401 77-0449487
(Commission File No.) (I.R.S. Employer Identification No.)
-----------------------------
515 GALVESTON DRIVE
REDWOOD CITY, CA 94063
(Address of principal executive offices, including zip code)
-----------------------------
(650) 298-5300
(Registrant's telephone number, including area code)
----------------------------
Item 2. Acquisition or Disposition of Assets
On August 10, 2000, Maxygen, Inc. ("Maxygen") completed the acquisition of
ProFound Pharma A/S, a Danish corporation ("ProFound"). ProFound was acquired
pursuant to an Exchange Agreement, dated as of April 12, 2000 (as amended by
Amendment No. 1 thereto, dated as of July 31, 2000), by and among Maxygen,
ProFound, Maxygen Holdings Ltd., a Cayman Islands corporation, and the
shareholders of ProFound, pursuant to which all the equity interests of ProFound
were exchanged for 1,102,578 shares of Maxygen common stock and options to
purchase a total of 41,812 shares of Maxygen common stock. As a result of the
acquisition ProFound became a wholly-owned subsidiary of Maxygen.
The acquisition will be accounted for as a purchase. ProFound is a Danish
biotechnology company focused on the development of improved second-generation
protein pharmaceutical products. Maxygen intends to continue to use the assets
acquired to conduct such business.
Item 7. Financial Statements and Exhibits.
(a) The required financial statements will be filed by amendment as soon as
practicable.
(b) The required pro forma financial information will be filed by amendment
as soon as practicable.
(c) Exhibits
2.1 Exchange Agreement, dated as of April 12, 2000 (the "Exchange
Agreement"), by and among Maxygen, Inc., Maxygen Holdings Ltd.,
ProFound Pharma A/S ("ProFound") and the shareholders of
ProFound
2.2 Amendment No. 1 to the Exchange Agreement, dated as of July 31,
2000, by and among Maxygen, Inc., Maxygen Holdings Ltd.,
ProFound and the shareholders of ProFound
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.
Maxygen, Inc.
Date: August 15, 2000 By: /s/ Michael Rabson
---------------------------------
Michael Rabson
General Counsel, Senior Vice
President of Legal Affairs