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: DECEMBER 21, 2000
(Date of earliest event reported)
INCYTE GENOMICS, 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.)
3160 PORTER DRIVE, PALO ALTO, CALIFORNIA 94304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 855-0555
Item 5. Other Events.
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(a) On December 21, 2000, Incyte Genomics, Inc. (the "Company") announced
that it entered into an agreement to acquire Proteome, Inc., a privately held
company based in Beverly, Massachusetts. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(b) The 2001 Annual Meeting of Incyte Genomics, Inc. (the "Company") will be
held on June 5, 2001 at such place and time as will be set forth in the
Company's proxy statement relating to that meeting. A stockholder proposal not
included in the proxy statement for the Company's 2001 Annual Meeting will be
ineligible for presentation at the meeting unless the stockholder gives timely
notice of the proposal in writing to the Secretary of the Company at the
principal executive offices of the Company and otherwise complies with the
provisions of the Company's Bylaws. To be timely, the Company's Bylaws provide
that the Company must have received the stockholder's notice not less than 60
days nor more than 90 days prior to the scheduled date of such meeting.
However, if notice or prior public disclosure of the date of the annual meeting
is given or made to stockholders less than 70 days prior to the meeting date,
the Company must receive the stockholder's notice by the earlier of (i) the
close of business on the 10th day after the earlier of the day the Company
mailed notice of the annual meeting date or provided such public disclosure of
the meeting date and (ii) two days prior to the scheduled date of the annual
meeting. For the Company's 2001 Annual Meeting of Stockholders, stockholders
must submit written notice to the Secretary in accordance with the foregoing
Bylaw provisions no later than April 6, 2001.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press Release dated December 21, 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: December 21, 2000
INCYTE GENOMICS, INC.
By: /s/ John M. Vuko
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Name: John M. Vuko
Title: Chief Financial Officer
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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INCYTE
John Vuko
Chief Financial Officer
(650) 845-4106
Teresa Gaines
Corporate Communications
(650) 621-8711
INCYTE TO ACQUIRE PRIVATELY-HELD PROTEOME
WORLD'S LARGEST ANNOTATION COMPANY IS NOW UNIQUELY POSITIONED TO ANNOTATE THE
HUMAN PROTEOME
PALO ALTO, CA, DECEMBER 21, 2000 - Incyte Genomics, Inc. (Nasdaq: INCY), the
leading genomic information company, announced today it has signed a definitive
agreement to acquire privately held Proteome, Inc. of Beverly, MA, in a move
that enhances its strategy to provide the life science community with
cutting-edge functional genomics information. Founded in February 1995, by Dr.
James I. Garrels and Dr. Joan E. Brooks, Proteome has developed an integrated
biological knowledge system to provide researchers with valuable information
related to gene and protein function. This platform reduces the complexity of
the genomic information landscape by revealing biological connections and
relationships across species.
"This transaction brings together two highly complementary genomic knowledge
base companies, enhancing the depth and scale of Incyte's core business in a way
that better positions us to continue to capture a larger share of the
bio-pharmaceutical discovery research marketplace," said Roy A. Whitfield, Chief
Executive Officer of Incyte. "It supports our objective of growing shareholder
value by generating sustained growth, and broadening our base of key customers
and partners. Significantly, it will enable us to deliver even better, more
comprehensive solutions to a broad spectrum of the life sciences community."
"The combined Proteome and Incyte will be uniquely positioned to provide
unparalleled protein annotation for the human genome. By conducting cross
species comparisons we will be able to provide a deeper level of annotation for
genes in Incyte's well-established LifeSeq Gold database, making it even more
valuable to the life sciences community," said James I. Garrels, Ph.D.,
President and Chief Executive Officer of Proteome. "This transaction presents a
unique opportunity to deliver more comprehensive genomic solutions to more
customers and partners in the life sciences community more swiftly. It realizes
the Proteome vision, and joins two leading edge organizations in a way we find
very exciting."
Under the terms of the agreement, Incyte will offer $77 million in a combination
of cash and equity, in exchange for all of Proteome's outstanding capital stock.
The acquisition, which will be accounted for as a purchase, is expected to close
before the end of the year.
Proteome's current customers include, American Home Products, AstraZeneca,
Aventis, Bristol-Myers Squibb, DuPont, Eli Lilly, Exelixis, Glaxo Wellcome,
Iconix, Janssen, Johnson & Johnson, Merck, Millennium, Pfizer, Pharmacia,
Rosetta, Schering-Plough Research Institute, and SmithKline Beecham. Before the
transaction, Proteome and Incyte served many of the same customers with
different products and services.
As a result of the acquisition, Incyte expects to strengthen its
industry-leading database offerings by adding valuable protein annotation.
Incyte's LifeSeq Gold database provides the most comprehensive view of the
entire human genome by integrating proprietary EST and full-length gene sequence
information, mapping data, and public genomic sequence information. The
database contains more than 120,000 transcribed, or expressed, genes of which
approximately half are unique to Incyte.
Proteome's BioKnowledge Library consists of database volumes for human, rat,
mouse, worm, yeast, and other organisms useful to medical research. Together
these volumes contain annotation and reference data for the over 50,000 proteins
available in the public domain. Expert curators have extracted relevant
information for these proteins from published research articles and examined the
sequence to predict the functions of uncharacterized proteins, creating a unique
and comprehensive resource for drug discovery. Incyte intends to promptly
extend this process to its proprietary proteins found in its LifeSeq Gold
database, the most comprehensive view of the expressed human genome.
"Proteome's BioKnowledge Library has been widely adopted by pharmaceutical,
biotechnology, and academic institutions as a key information resource to better
understand proteins and their functions," said Mr. Whitfield. "The combination
of Incyte's proprietary gene sequence information and Proteome's unparalleled
annotation capabilities uniquely positions us to annotate the human proteome."
Proteome will maintain its facilities and operations in Beverly, Massachusetts.
Dr. Garrels will continue to lead the Proteome organization and report directly
to Mike Lack, Chief Operating Officer of Incyte. "We are delighted that Jim
Garrels will join the Incyte management team and continue to lead his talented
group of research scientists and employees. We've closely followed their work
at Proteome for some time now, and we're confident this transaction represents
an excellent fit in culture, philosophy, and management style," said Mr. Lack.
"We're very happy to welcome the entire Proteome team to Incyte."
Incyte management will hold a conference call today to discuss recent events
including today's announcement. The telephone number to join the call is
973-633-1010. The conference call will begin at 10:00 a.m. PST. A replay of
the conference call will be available through the end of the day on Friday,
December 22, 2000 by calling 402-220-0469.
Proteome, Inc. is a privately held, rapidly growing company that employs its
proprietary processes to compile, distill and transform protein information into
meaningful biological knowledge. The company is uniquely positioned to annotate
the human proteome. Proteome currently has 25 pharmaceutical and biotechnology
companies that license the BioKnowledge Library. Proteome's investors include
Boston Millennia Partners, and William Blair Capital Partners, L.L.C.
Additional information can be found at http://www.proteome.com.
Incyte Genomics, Inc. is the leading provider of an integrated platform of
genomic technologies designed to aid in the understanding of the molecular basis
of disease. Incyte develops and markets genomic databases and partnership
programs, genomic data management software, microarray-based gene expression
services, related reagents and services. These products, programs and services
assist pharmaceutical and biotechnology researchers with all phases of drug
discovery and development including gene discovery, understanding disease
pathways, identifying new disease targets and the discovery and correlation of
gene sequence variation to disease. For more information, visit Incyte's web
site at http://www.incyte.com.
Except for the historical information contained herein, the matters set forth in
this press release, including statements as to the timing of the closing of the
Proteome acquisition, Incyte's intention to extend the curation process to its
database products, whether Incyte will strengthen its database offerings, and
the potential benefits of the combination of the two companies, 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 the satisfaction of certain conditions to
closing of the proposed acquisition, the ability to close the Proteome
acquisition, the ability to integrate the company following acquisition,
management of operations in remote locations, the impact of alternative
technological advances and competition, 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, 2000. Incyte disclaims any intent or obligation
to update these forward-looking statements.
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