UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Orchid BioSciences, Inc.
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(Name of Registrant as Specified In Its Charter)
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The following is the text of a press release issued by Orchid BioSciences, Inc.
on March 28, 2003:
FOR IMMEDIATE RELEASE
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Contact:
Orchid BioSciences
(609) 750-2221
Tracy J. Henrikson
Director, Corporate Communications
ORCHID BIOSCIENCES, INC. GRANTED TEMPORARY STAY
TO REMAIN LISTED ON NASDAQ NATIONAL MARKET
PRINCETON, N.J., Mar. 28, 2003 - Orchid BioSciences, Inc. (Nasdaq: ORCH) today
announced that a Nasdaq Listing Qualifications Panel has determined that it will
continue to list the Company's common stock on the Nasdaq National Market
through June 24, 2003. This additional 90-day period will enable Orchid to
continue to make progress in strengthening its business and potentially to
complete a reverse stock split to regain compliance with the $1.00 minimum bid
price requirement.
Orchid received a notice from Nasdaq in January 2003 indicating that the Company
failed to comply with the $1.00 minimum bid price required for continued listing
by Marketplace Rule 4450(a)(5) and that its common stock was subject to
delisting from the Nasdaq National Market. Orchid subsequently made a formal
appeal to maintain the Company's listing on the Nasdaq National Market and a
hearing was held before a Nasdaq Listing Qualifications Panel in February 2003.
Orchid has implemented a number of actions during the past several months that
are designed to enhance its overall business, reduce its operating losses and
strengthen its cash position. Orchid recently announced that it has requested
and received from Nasdaq an exception to Nasdaq's shareholder approval
requirements in connection with a proposed private financing of up to $16
million, which the Company expects to close on or about March 31, 2003. Orchid
expects that these actions, as well as further initiatives currently being
pursued, will help strengthen its share price going forward.
Orchid is seeking stockholder approval of a proposal to implement a reverse
stock split at a special meeting of its stockholders to be held on April 15,
2003. If approved, Orchid expects the reverse stock split to enable it to regain
compliance with the minimum bid price requirement.
There can be no assurance that the Nasdaq Qualifications Panel will decide to
allow Orchid to remain listed or that Orchid's actions will prevent the
delisting of its common stock from the Nasdaq National Market after June 24,
2003.
In connection with the proposed reverse stock split, stockholders of Orchid are
urged to read the definitive proxy statement as filed with the Securities and
Exchange Commission, because it contains important information about Orchid and
the proposed split. The definitive proxy statement has been sent to stockholders
of Orchid seeking their approval of the proposed reverse stock split. Investors
and security holders can obtain free copies of the proxy statement by contacting
Investor Relations at (609) 750-2324. Investors and security holders may obtain
free copies of the proxy statement and other documents filed by Orchid with the
SEC at the SEC's web site at www.sec.gov. Orchid and its directors may be deemed
to be participants in the solicitation of proxies from Orchid's stockholders in
connection with the proposed reverse stock split. Orchid's directors may be
deemed to have interests in the reverse stock split, including as a result of
holding options or shares of Orchid stock. Information about the directors of
Orchid and their ownership of Orchid common stock is set forth in the definitive
proxy statement.
About Orchid BioSciences
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Orchid BioSciences is the leading provider of services and products for
profiling genetic uniqueness. Orchid's interlocking strategic business units
address distinctive markets that together represent a unique balance of
established, predictable growth, such as forensic and paternity DNA testing, and
large upside potential, like pharmacogenetics-based personalized healthcare. All
leverage Orchid's network of accredited genotyping laboratories, its leading
technologies and its expertise in genetic analysis. Orchid provides identity
genomics testing for forensics and paternity through Orchid Cellmark and Orchid
GeneScreen, and also provides public health genotyping services. Orchid
GeneShield is developing pharmacogenetics-based programs designed to accelerate
the adoption of personalized healthcare. More information on Orchid can be found
at www.orchid.com.
All statements in this press release that are not historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act as
amended, including statements regarding: Orchid's ability to consummate the
proposed financing on or about March 31, 2003, or at all, the expectation that
contemplated actions and further initiatives will strengthen Orchid's share
price, the expectation that the proposed reverse stock split will enable Orchid
to regain compliance with the minimum bid price requirement and Orchid's ability
to maintain listing on the Nasdaq National Market. Such statements are subject
to risks and uncertainties that could cause actual results to differ materially
from those projected, including, but not limited to, the ability of the
potential investors to back out of the financing prior to the closing and the
failure of Orchid's actions and initiatives to achieve their desired results.
These risks and other additional factors affecting Orchid's business are
discussed in the "Forward-Looking Statements" section of Orchid's Form 10-Q for
the quarterly period ended September 30, 2002 and the "Overview" and "Risk
Factors" sections of Orchid's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the Securities and Exchange Commission. Orchid
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in Orchid's expectations with regard thereto or any change in
events, conditions, or circumstances on which any such statements are based,
except as may be required by law.
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