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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)
June 22, 2006 (June 22, 2006)
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 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.02. Termination of a Material Definitive Agreement
The Employment Agreement between Dennis Rossi, Senior Vice President and General
Manager, Genomics Division and Gene Logic Inc. (the "Company"), dated November
4, 2004, has been terminated as a result of the resignation of Mr. Rossi for
personal reasons and to pursue other career opportunities. The termination will
be effective as of July 14, 2006 or earlier at the option of the Company.
SECTION 8. OTHER EVENTS
Item 8.01. Other Events
On June 22, 2006, Gene Logic Inc. issued a press release announcing it will
realize lower-than-expected revenue for its Genomics Division and has withdrawn
financial guidance for 2006 and 2007. The Company also stated it is conducting a
thorough review of its Genomics Division strategy and expects to communicate the
results of such review within 90 days.
A copy of the Company's press release is attached hereto as Exhibit 99.1.
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 June 22, 2006.
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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: June 22, 2006
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release issued by Gene Logic Inc. dated June 22, 2006.
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