0000912057-01-534298.txt : 20011009
0000912057-01-534298.hdr.sgml : 20011009
ACCESSION NUMBER: 0000912057-01-534298
CONFORMED SUBMISSION TYPE: 6-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011003
FILED AS OF DATE: 20011003
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: VISIBLE GENETICS INC
CENTRAL INDEX KEY: 0001010819
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 6-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28550
FILM NUMBER: 1751319
BUSINESS ADDRESS:
STREET 1: 700 BAY ST
STREET 2: SUITE 1000
CITY: TORONTO ONTARIO CANA
STATE: A6
BUSINESS PHONE: 2127025700
MAIL ADDRESS:
STREET 1: 700 BAY ST STE 1000
STREET 2: TORONTO ONTARIO CANADA
CITY: M5G 1Z6
6-K
1
a2060450z6-k.txt
6-K
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
FILING NO. 1 FOR THE MONTH OF OCTOBER, 2001
Visible Genetics Inc.
---------------------
(Exact name of Registrant)
700 Bay Street, Suite 1000, Toronto ON, Canada M5G 1Z6
------------------------------------------------------
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
--------------------------------------------------------------------------------
VISIBLE GENETICS INC.
On October 3, 2001, we reported that we have acquired Virco's
international research laboratory in Cambridge, United Kingdom, together with
substantially all the research staff of about 25 scientists. We will acquire the
laboratory assets for $829,000 and assume the lease for the 20,000 square foot
building at an annual cost of $419,000.
The Cambridge operation will become our principal international
research hub, headed by Chief Scientific Officer Dr. Brendan Larder, who
announced his move from Virco to our company in July. The Cambridge team, which
has worked together for the past three years under Dr. Larder's direction, will
be leading our research into new ways of applying genetic information to improve
the treatment of a wide range of diseases.
Concurrent with this acquisition, we have also announced the
restructuring of our overall research and development operations. Our research
lab in Toronto, Canada will be closed at the end of the year, with the
activities split between our Atlanta, Georgia laboratory and the newly acquired
Cambridge facility. Our Cambridge facility will focus on research while our
Atlanta facility will be primarily involved in kit development and the transfer
of newly developed products to manufacturing. We expect to take a $1.1 to $1.5
million charge in the third quarter in connection with the closing of our
Toronto laboratory facility. The remaining 120 employees in Toronto will be
responsible for instrument development and manufacturing, MicroCel(TM)
manufacturing, software development, and corporate administration.
In addition, Dr. James Dunn, one of the founding employees of our
company and a key contributor to the development of the OpenGene system, will be
leaving his role as Vice-President of Research & Development, but will continue
to provide us with consulting services on an as required basis
This Form 6-K contains 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, uncertainties and
other factors which may cause our results to differ materially from
expectations. These include risks relating to difficulties that may be
encountered in integrating the Cambridge facility or maintaining certain
personnel at the Cambridge facility, unanticipated costs that may result from
the integration and operation of Cambridge facility, the market acceptance of
genotyping and our products, delays in, or the refusal of, insurance companies
and other third-party payors to reimburse us for our products, the ability to
obtain regulatory approval, delays in product development, delays in making the
new Atlanta manufacturing facility operational, and other risks detailed from
time to time in our SEC filings, including our most recent Annual Report on Form
20-F. These forward-looking statements speak only as of the date hereof. We
disclaim any intent or obligation to update these forward-looking statements.
We hereby incorporate by reference the text of this Form 6-K, but not
the Exhibit attached hereto, into our Registration Statements on Form F-3, and
into the prospectuses contained therein, (File Nos. 333-67607, 333-68939,
333-91155, 333-94649 and 333-40616) and our outstanding Registration Statements
on Form S-8 and into the reoffer prospectuses contained therein.
Exhibit 99.1 Press Release dated October 3, 2001
SIGNATURES
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, thereunto duly authorized.
VISIBLE GENETICS INC.
Date: October 3, 2001 By: /s/ THOMAS J. CLARKE
--------------------
Name: Thomas J. Clarke
Title: Chief Financial Officer
EX-99.1
3
a2060450zex-99_1.txt
EXHIBIT 99.1
Exhibit 99.1
[LOGO FOR VISIBLE GENETICS INC.]
VISIBLE GENETICS INC.
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACTS:
Richard Daly (416) 813-3281 Bruno Maruzzo (416) 813-3271
CEO, Visible Genetics Inc. Investor Relations, Visible Genetics Inc.
VISIBLE GENETICS ACQUIRES FORMER VIRCO UK LABORATORY
- VGI ESTABLISHES MAJOR RESEARCH FACILITY IN EUROPE -
TORONTO, CANADA (OCTOBER 3, 2001): VISIBLE GENETICS INC. (VGI, NASDAQ: VGIN)
today announced that it has acquired Virco's international research laboratory
in Cambridge, UK together with substantially all the research staff of about 25
scientists. VGI will acquire the laboratory assets for US$829,000 and assume the
lease for the 20,000 square foot building at an annual cost of US$419,000.
The Cambridge operation will become VGI's principal international research hub,
headed by Chief Scientific Officer Dr. Brendan Larder, who announced his move
from Virco to VGI in July. The Cambridge team, which has worked together for the
past three years under Dr. Larder's direction, will be leading Visible Genetics'
research into new ways of applying genetic information to improve the treatment
of a wide range of diseases.
"Through this acquisition, Visible Genetics will greatly expand our R&D
capability and accelerate the development of valuable new clinical tools and
services for HIV, hepatitis, and oncology," said Richard T. Daly, President and
CEO of Visible Genetics. "We are also very pleased that Visible Genetics' CSO
Brendan Larder, will continue to lead his former team from Virco."
The Cambridge team has significant expertise in the areas of HIV, hepatitis and
oncology, all areas of great potential for the development of assays, using
current and future VGI technology platforms. Senior scientists Sharon Kemp,
Berwyn Clarke and Katharina Boucher, who have over 53 years of relevant research
experience between them, will be leading the research teams for the three areas,
reporting to Dr Larder.
"The whole team is delighted and very excited about this development", commented
Dr. Berwyn Clarke, International Head of Hepatitis Research. "The combination of
the scientific experience and creativity of this research team with VGI's proven
development and commercial expertise should be a winning formula in terms of
delivering new clinical management tools."
The acquisition follows Virco's decision to reorganize the work being conducted
in Cambridge and consolidate their operations to their Belgian headquarters.
This presented VGI with the opportunity to acquire the research facility and
staff.
Concurrent with the acquisition, the Company also announced the restructuring of
its overall R&D operations. The research lab in Toronto will be closed at the
end of the year, with the activities split between the Atlanta laboratory and
the newly acquired Cambridge facility. Cambridge will focus on research while
the Atlanta facility will be primarily involved in kit development and the
transfer of newly developed products to manufacturing. The Company expects to
take a US$1.1 to 1.5 million charge in the third quarter in connection with the
closing of the Toronto laboratory facility. The remaining 120 employees in
Toronto will be responsible for instrument development and manufacturing,
MicroCel(TM) manufacturing, software development, and corporate administration.
In addition, Dr. James Dunn, one of the founding employees of VGI and a key
contributor to the development of the OpenGene system, will be leaving his role
as VP Research & Development but will continue to provide consulting services to
the company on an as required basis.
BACKGROUND
BERWYN CLARKE obtained his BSc degree in Biochemistry at the University of Kent
and his PhD in Molecular Genetics at St Mary's Hospital Medical School, London
before winning a Fellowship to Harvard University Medical School in 1981. He has
over 17 years' experience in virology, specializing in Hepatitis, gained at the
pharmaceutical companies Wellcome and Glaxo Wellome culminating in his becoming
the international Hepatitis C Virus Program Leader in 1997. He joined Virco in
2000 to lead the Hepatitis pharmacogenomics team. Dr Clarke has over 80
scientific publications to his name and serves on the editorial board of a
number of leading scientific journals.
SHARON KEMP obtained her BSc in Biological Sciences at the University of
Lancaster in 1983. She then took up a research post, working on herpes viruses
at the University of Cambridge. She joined Wellcome in 1985 and continued to
develop her work on herpes before moving onto HIV. In 1989, she and Dr Larder
were responsible for the first identification of HIV drug resistance and the
elucidation of the genetic basis of this resistance to the drug AZT. She joined
Virco in 1997 as Managing Director of the UK Research Facility.
KATHERINA BOUCHER gained her first degree in 1992 and then her doctorate in
Veterinary Medicine in 1995 at the University of Bern, Switzerland. Her
doctorate was on the role of the tumor suppressor gene p53 in skin cancer. In
1996 she took up a position at the prestigious Laboratory of Molecular Biology
in Cambridge managing a research program studying the molecular basis of
leukemia. In 1999 she joined Virco as International Director of Molecular
Oncology.
2
Visible Genetics Inc. is a leader in the emerging field of pharmacogenomics,
which uses genetic information in the identification and analysis of genes to
improve patient care and reduce healthcare costs. VGI manufactures and markets
high performance automated DNA sequencing systems and complete kits for the
analysis of genes linked to disease. The Company's OpenGene(TM) system employs
patented CLIP technology--a single-step, bi-directional sequencing method that
significantly reduces the time and cost involved in identifying clinically
relevant genetic information. Visible Genetics' TRUGENE(TM) HIV-1 Genotyping
Test and OpenGene(TM) System were recently cleared by the U.S. Food and Drug
Administration (FDA).
This press release contains 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, uncertainties and
other factors that may cause the Company's results to differ materially from
expectations. These include risks relating to the market acceptance of
genotyping and the Company's products, delays in, or the refusal of, insurance
companies and other third-party payors to reimburse us for our products, the
ability to obtain regulatory approval, delays in product development, delays in
making the new Atlanta manufacturing facility operational, and other risks as
detailed from time to time in the Company's SEC filings, including its most
recent Annual Report on Form 20-F. These forward-looking statements speak only
as of the date hereof. VGI disclaims any intent or obligation to update these
forward-looking statements.
###
3