SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 19, 2000
(Date of Report)
(Date of Earliest Event Reported)
TARGETED GENETICS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Washington 0-23930 91-1549568
(State or Other (Commission File No.) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
1100 Olive Way, Suite 100, Seattle, WA 98101
(Address of Principal Executive Offices, including Zip Code)
(206) 623-7612
(Registrant's Telephone Number, Including Area Code)
None
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
This Amendment No. 2 to Targeted Genetics Corporation's Current Report on Form
8-K, filed October 2, 2000, as amended November 9, 2000, relates to Targeted
Genetics' acquisition of Genovo, Inc. pursuant to an Agreement and Plan of
Merger dated August 8, 2000, by and among Targeted Genetics, TGC Acquisition
Corporation, Genovo, and Biogen, Inc. The purpose of this amendment is to
provide a pro forma statement of operations for the year ended December 31,
2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
For the period
For the year 1/1/00 For the year
ended 12/31/00 through ended 12/31/00
Targeted 9/19/00 Pro Forma
Genetics Genovo Adjustments Note Combined
-------- ------ ----------- ---- --------
(in thousands, except for per share amounts)
Revenue:
Collaborative agreements ...... $ 9,553 $ -- $ -- $ 9,553
Collaborative agreements
with affiliates ............. 1,850 3,859 -- 5,709
-------- -------- -------- --------
Total revenue ........... 11,403 3,859 -- 15,262
-------- -------- -------- --------
Operating expenses:
Research and development ...... 19,312 9,467 267 (A) 29,046
Amortization of acquisition
related intangibles ......... 1,686 -- 3,879 (A) 5,565
Acquired in-process research
and development ............. 28,029 -- (28,029) (A) --
General and administrative ....... 5,707 2,866 505 (A) 9,078
-------- -------- -------- --------
Total operating expenses ...... 54,734 12,333 (23,378) 43,689
-------- -------- -------- --------
Loss from operations ............. (43,331) (8,474) 23,378 (28,427)
Equity in loss of joint venture... (2,474) -- -- (2,474)
Investment income ................ 2,097 103 -- 2,200
Interest expense ................. (266) -- (20) (A) (286)
Other income ..................... -- 201 -- 201
-------- -------- -------- --------
Loss before cumulative effect
of change in accounting
principle ..................... $(43,974) $ (8,170) $ 23,358 $(28,786)
Basic and diluted loss per
common share before
cumulative effect of change
in accounting principle (1) ... $ (1.19) $ (13.18) $ (0.77)
======== ======== ========
Shares used in basic and diluted
loss per common share ......... 37,752 620 38,372
======== ======== ========
- ----------
(1) Excludes per share cumulative effect of change in accounting principle
related to the adoption of Staff Accounting Bulletin 101, Revenue Recognition in
Financial Statements totaling $3.7 million and reflects the per share effect of
the dividend on preferred stock of $885,000.
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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
A. The unaudited consolidated pro forma statement of operations for the year
ended December 31, 2000, gives effect to the Genovo acquisition as if it had
occurred on January 1, 2000. The acquisition of Genovo occurred on September 19,
2000. The unaudited pro forma information should be used for illustrative
purposes only. We believe that the information is not necessarily indicative of
the operating results or financial position that would have occurred if the
merger had been consummated on January 1, 2000. In addition, we do not believe
that this information necessarily projects our potential future operating
results or financial position.
You should read these unaudited pro forma consolidated financial statements and
accompanying notes in conjunction with our historical consolidated financial
statements and the related notes and other financial information contained
elsewhere in this filing or in the documents we have filed with the SEC,
including the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our annual report on Form 10-K
for the year ended December 31, 2000 and our quarterly reports on Form 10-Q for
the quarters ended September 30, 2000, June 30, 2000 and March 31, 2000.
The unaudited pro forma consolidated statement of operations includes the
adjustments necessary to give effect to the merger as if it had occurred on
January 1, 2000 and to reflect the allocation of the fair value of tangible and
intangible assets acquired, which are listed in (i)-(iv) below. Taking these
into account, the approximate adjustments included in the unaudited pro forma
consolidated statement of operations are summarized in (v) and (vi) below:
(i) Workforce know-how acquired by Targeted Genetics valued at $605,000;
four-year life.
(ii) Employment agreements acquired by Targeted Genetics valued at $1.0
million; two-year life.
(iii) Goodwill and adeno-associated viral ("AAV") know-how acquired by
Targeted Genetics valued at $25.2 million and $12.7 million,
respectively; seven-year life.
(iv) Discount for imputed interest on the long-term obligations assumed by
Targeted Genetics valued at $20,000.
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(v) Amortization of compensatory stock options, acquired goodwill, AAV
know-how, work force and debt discount for the periods indicated in
(i)-(iv) above (in thousands):
Year ended
December 31, 2000
Research and development portion of:
Assembled work force ................. $ 99
Compensatory stock options ........... 93
Employment contracts ................. 75
----------
$ 267
==========
Amortization of purchased goodwill
and AAV know-how .......................... $ 3,879
==========
General and administrative portion of:
Assembled work force ................. $ 10
Compensatory stock options ........... 208
Employment contracts ................. 287
----------
$ 505
==========
Amortization of imputed discount on
assumed liabilities ....................... $ 20
==========
(vi) One-time non-cash charge of acquired in-process research and
development ("IPR&D") of approximately $28.0 million, which is
represented by the value attributed, with consultation from third
party experts, to the completed IPR&D efforts associated with the
technology acquired in the acquisition of Genovo. Targeted Genetics
considers the IPR&D costs to be nonrecurring charges.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated August 8, 2000, by and among
Targeted Genetics, Genovo, Inc., TGC Acquisition Corporation and
Biogen, Inc. (incorporated by reference to Targeted Genetics' Current
Report on Form 8-K, filed August 23, 2000).*
---------
* Portions of this exhibit have been omitted pursuant to a grant of
confidential treatment from the SEC. The omitted portions have been
filed separately with the SEC.
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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.
TARGETED GENETICS CORPORATION
Date: January 23, 2002 By: /s/ Todd E. Simpson
------------------------------------
Todd E. Simpson
Chief Financial Officer,
Vice President, Finance
& Administration
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INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
2.1 Agreement and Plan of Merger dated August 8, 2000, by and among
Targeted Genetics, Genovo, Inc., TGC Acquisition Corporation and
Biogen, Inc. (incorporated by reference to Targeted Genetics' Current
Report on Form 8-K, filed August 23, 2000).*
--------------
* Portions of this exhibit have been omitted pursuant to a grant of
confidential treatment from the SEC. The omitted portions have been
filed separately with the SEC.
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