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UNITED STATES
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)
September 22, 2005 (September 20, 2005)
GENE LOGIC INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-23317 06-1411336
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
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610 Professional Drive
Gaithersburg, Maryland 20879
(Address of principal executive offices)
(301) 987-1700
(Registrant's telephone number, including area code)
NA
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 2. FINANCIAL INFORMATION
Item 2.06. Material Impairments
On September 22, 2005, Gene Logic Inc. issued a press release announcing that
there will be an impairment of the goodwill related to its nonclinical services
subsidiary. The amount of the impairment has not yet been determined. It is not
expected that the impairment charge will result in any future cash expenditures.
A copy of the Company's press release is attached hereto as Exhibit 99.1, and
its contents are incorporated herein by reference.
SECTION 8. OTHER EVENTS
Item 8.01. Other Events
As stated in the press release referred to above, the Registrant is reviewing
the impact of decreased revenue expectations in the Labs business on its 2005
financial guidance issued in a press release dated March 17, 2005 and may update
its guidance in connection with its third quarter 2005 financial results.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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99.1 Press Release issued by Gene Logic Inc. dated
September 22, 2005.
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SIGNATURE
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.
Gene Logic Inc.
By: /s/ Philip L. Rohrer Jr.
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Philip L. Rohrer, Jr.
Chief Financial Officer
Dated: September 22, 2005
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release issued by Gene Logic Inc. dated
September 22, 2005.
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