UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT TO 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 6, 1996 (September 30, 1996) Mycogen Corporation ------------------- (Exact name of registrant as specified in its charter) California 0-15881 95-3802654 ---------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 5501 Oberlin Drive, San Diego California, 92121 ----------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: 619-453-8030 Not Applicable -------------- (Former name or former address, if changed since last report.) -------------------------------------------------------------- AMENDMENT NO. 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Based on Rule 3-05, amended October 11, 1996, the acquisition of Santa Ursula S.A.A.I.C. e I., a corporation organized under the laws of Argentina doing business as Morgan Seeds ("Morgan"), does not meet the thresholds that require the Company to file separate financial statements of the acquired company or pro forma financial statements of the Company. (b) Based on Rule 3-05, amended October 11, 1996, the acquisition of Santa Ursula S.A.A.I.C. e I., a corporation organized under the laws of Argentina doing business as Morgan Seeds ("Morgan"), does not meet the thresholds that require the Company to file separate financial statements of the acquired company or pro forma financial statements of the Company. (c) Exhibits. Exhibit Number Description -------------- ----------- 2.1 Stock Acquisition Agreement by and among Agrigenetics, Inc., Mr. Jose Alberto Benegas Lynch, Ms. Maria Alejandra Rebagliati and Genetic Resources (Latin America) Corporation dated September 30, 1996. /1/ 99.1 Registrant's Press Release dated October 1, 1996. /1/ /1/Previously filed as an Exhibit to the Registrant's Form 8-K filed October 15, 1996, and incorporated herein by reference. 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. Mycogen Corporation ------------------- (Registrant) Date: December 6, 1996 /s/ JAMES A. BAUMKER ---------------- -------------------- James A. Baumker Vice President, Chief Financial Officer