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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 (Date of earliest event reported) November 15, 2000
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EPOCH BIOSCIENCES, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-22170 91-1311592
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
21720 23rd Drive S.E., N.E., Suite 150, Bothell, Washington 98021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (425) 482-5555
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(Former name or former address, if changed, since last report.)
Page 1 of 4 Pages
Exhibit Index is on Page 4
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ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS.
On November 15, 2000, Epoch Biosciences, Inc. purchased substantially
all of the assets of the Synthetic Genetics business of Immune Complex
Corporation, a privately held California corporation for $3,100,000 in cash. The
purchase price was paid from cash resources raised in a private placement and
warrant call completed earlier in the year. Synthetic Genetics is engaged in the
business of developing, manufacturing, distributing and customizing a variety of
modified, dye labeled and highly purified custom synthetic oligonucleotide
producers. Epoch will utilize the assets of the Synthetic Genetics business to
manufacture probes for its corporate partners as well as to introduce a
proprietary line of probes incorporating Epoch's technologies to enhance genetic
analysis. Epoch will also manufacture MGB TaqMan probes at the Synthetic Genetic
Facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired.
The financial statements of the business acquired as
described in Item 2 above shall be filed by amendment
to this Report within sixty days of the date hereof.
(c) Exhibits.
Exhibit
Number
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2.1 Asset Purchase Agreement by and between Epoch Biosciences,
Inc. and Immune Complex Corporation, dated November 15, 2000.
99.1 Press Release dated November 21, 2000.
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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 thereunto duly authorized.
EPOCH BIOSCIENCES, INC.
Date: November 27, 2000 By: /s/ Sanford S. Zweifach
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Sanford S. Zweifach
President and Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are attached hereto and incorporated herein by
reference:
Exhibit Sequentially
Number Numbered Page
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2.1 Asset Purchase Agreement by and between Epoch Biosciences, Inc. and 5
Immune Complex Corporation, dated November 15, 2000.
99.1 Press Release dated November 21, 2000. 39