SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: JANUARY 26, 2000 (Date of earliest event reported) INCYTE PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-27488 94-3136539 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3174 PORTER DRIVE, PALO ALTO, CALIFORNIA 94304 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 855-0555Item 5. Other Events. ------------- Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Incyte Pharmaceuticals, Inc. (the "Company") for the quarter and year ended December 31, 1999. Attached hereto as Exhibit 99.2 and incorporated by reference herein is the press release dated January 26, 2000 announcing a proposed private offering of convertible subordinated notes by the Company. Item 7. Financial Statements and Exhibits. ------------------------------------ (c) Exhibits 99.1 Press release dated January 26, 2000. 99.2 Press release dated January 26, 2000.
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. Dated: January 31, 2000 INCYTE PHARMACEUTICALS, INC. By /s/ John M. Vuko ------------------- Name: John M. Vuko Title: Executive Vice President and Chief Financial Officer
Exhibit 99.1 On January 26, 2000, Incyte Pharmaceuticals, Inc. (the "Company") reported revenues of $46.0 million for the quarter ended December 31, 1999, compared to $36.6 million for the quarter ended December 31, 1998. Revenues were $157.0 million for the year ended December 31, 1999, compared to $134.8 million for the same period in 1998. The Company reported a net loss of $6.4 million, or $0.22 per diluted share, for the quarter ended December 31, 1999, compared to a net income of $1.5 million, or $0.05 per diluted share, for the quarter ended December 31, 1998. For the year ended December 31, 1999, the Company reported a net loss of $26.8 million, or $0.95 per diluted share, compared to net income of $3.5 million, or $0.12 per diluted share, for the same period in 1998. For the quarter ended December 31, 1999, database and partnership program revenues were $36.0 million. Microarray service revenues were $3.3 million, reagent revenues generated by the Company's genomic services subsidiary were $2.7 million, and other revenues were $4.0 million. Operating expenses were $53.0 million for the quarter ended December 31, 1999, compared to $35.9 million for the same period in 1998. For the year ended December 31, 1999, operating expenses were $184.1 million compared to $134.8 million for the same period in 1998. INCYTE PHARMACEUTICALS, INC. CONDENSED CONSOLIDATED SUMMARY OF OPERATIONS (in thousands, except per share amounts) Unaudited Three months ended Twelve months ended December 31, December 31, 1999 1998 1999 1998* Revenue $46,024 $36,647 $156,962 $134,811 Costs and expenses: Research and development 42,593 27,611 146,833 97,192 Selling, general and administrative 10,370 8,242 37,235 25,438 Charge for purchase of in-process R&D -- -- -- 10,978 Acquisition-related charges -- -- -- 1,171 Total costs and expenses 52,963 35,853 184,068 134,779 Income (loss) from operations (6,939) 794 (27,106) 32 Interest income and other income, net 918 1,766 5,169 7,266 Losses from joint venture (1,184) (834) (5,631) (1,474) Provision (benefit) for income taxes (800) 241 (800) 2,352 Net income (loss) $(6,405) $1,485 $(26,768) $3,472 Basic net income (loss) per share $(0.22) $0.05 $(0.95) $0.13 Diluted net income (loss) per share $(0.22) $0.05 $(0.95) $0.12 Shares used in computation of: Basic net income (loss) per share 28,520 27,782 28,138 26,921 Diluted net income (loss) per share 28,520 29,338 28,138 28,899 CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) December 31, December 31, 1999 1998* Assets Cash and cash equivalents $32,220 $50,048 Marketable securities, available-for-sale 34,717 61,185 Accounts receivable, net 26,608 14,318 Prepaid expenses and other current assets 15,956 5,813 Total current assets 109,501 131,364 Property and equipment, net 67,293 54,429 Long-term investments 19,275 20,653 Goodwill and other intangible assets 14,564 16,955 Deposits and other assets 11,301 6,889 Total assets $221,934 $230,290 Liabilities and stockholders' equity Accounts payable $6,501 $8,244 Accrued and other current liabilities 18,498 12,629 Deferred revenue 26,459 29,054 Total current liabilities 51,458 49,927 Non-current liabilities 194 796 Total liabilities 51,652 50,723 Total stockholders' equity 170,282 179,567 Total liabilities and stockholders' equity $221,934 $230,290 *Derived from audited financial statements.
EXHIBIT 99.2 INCYTE ANNOUNCES PROPOSED OFFERING OF CONVERTIBLE SUBORDINATED NOTES PALO ALTO, Calif., Jan. 26 /PRNewswire/ -- Incyte Pharmaceuticals, Inc. (Nasdaq: INCY - news) announced today that it proposes to make a private offering of $150 million of Convertible Subordinated Notes due 2007, with an option to issue up to an additional $50 million of Notes. The Notes will be offered in the United States only to qualified institutional buyers and institutional accredited investors pursuant to exemptions from the registration requirements of the Securities Act of 1933. The Notes may also be offered outside the United States in accordance with Regulation S under the Securities Act. The Company stated that it expects to use the net proceeds of the offering for working capital and general corporate purposes. Proceeds may also be used to make strategic investments, acquire or license technology or products, or acquire businesses that may complement its business. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security. The Notes have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption from the registration requirements. Except for the historical information contained herein, the matters set forth in this press release, such as statements as to the expected use of net proceeds, are forward-looking statements within the meaning of the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market and other conditions that may affect Incyte's ability to complete the proposed offering, the impact of alternative technological advances and competition, changes in the focus of Incyte's research and development activities, developments in litigation, and other risks detailed from time to time in Incyte's SEC reports, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. Incyte disclaims any intent or obligation to update these forward-looking statements.