8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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 6, 2005

MONOGRAM BIOSCIENCES, INC.

(Exact name of registrant as specified in its chapter)

Delaware	000-30369	94-3234479
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

345 Oyster Point Blvd. South San Francisco, California	94080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 635-1100

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))

Item 3.02. Unregistered Sales of Equity Securities.

On September 6, 2005, Monogram Biosciences, Inc., formerly known as ViroLogic, Inc. (the “Company”), issued 554,443 shares of its common stock to a holder of one of the Company’s warrants upon the net exercise of the warrant by that holder. The Company received no additional consideration in connection with such issuance. For this issuance, the Company relied on the exemption provided by Section 4(2) of the Securities Act.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Reference is made to Item 8.01 of this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

Item 8.01. Other Events.

Effective September 6, 2005 at 4:01 p.m. Eastern Daylight Time, the Company changed its corporate name from ViroLogic, Inc. to Monogram Biosciences, Inc. Further, effective January 7, 2005, the Company changed the trading symbol for its common stock on the NASDAQ Stock Market from “VLGC” to “MGRM.” The trading symbol for the Company’s contingent value rights, which are quoted on the OTC Bulletin Board, was subsequently changed by the OTC Bulletin Board from “VLGCR.OB” to “MGRMR.OB.”

The Company effected the corporate name change by filing a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, pursuant to which a wholly owned subsidiary of the Company merged with and into the Company (the “Merger”). A copy of the Certificate of Ownership and Merger is filed herewith as Exhibit 3.1. The Company is the surviving corporation in the Merger. The Certificate of Ownership and Merger amended the Company’s Amended and Restated Certificate of Incorporation to reflect the change in corporate name. In addition, as a result of the corporate name change, the Company revised its specimen common stock certificate, a copy of which is filed herewith as Exhibit 4.1.

On September 6, 2005 the Company issued a press release entitled “ViroLogic Changes its Name to Monogram Biosciences,” which is furnished herewith as Exhibit 99.1.

The Company believes that its corporate name change may cause delay in the collection of receivables from health care payors. Billing for laboratory services, like those provided by the Company, is complex. Laboratories must bill various payors, such as Medicare, Medicaid, insurance companies, doctors, employer groups and patients, all of whom have different requirements. The Company will be required to notify these payors of its name change. Difficulties or delays in providing proper notice of the Company’s name change, in the processing of the name change by the payors, or errors by the payors in providing payment to the Company as a result of the name change could impair the Company’s cash flow. Impairment in cash flow could ultimately reduce profitability if the Company is required to record bad debt expense and/or contractual adjustments for these receivables.

This Current Report and exhibit 99.1 furnished herewith contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act, as amended, regarding the anticipated impact of the Company’s corporate name change. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. More information about the Company and the risks and uncertainties related to it is detailed in the Company’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2004 and subsequent quarterly reports on Form 10-Q as filed with the U.S. Securities and Exchange Commission. The Company cannot guarantee any future results, levels of achievement or performance. The Company does not undertake an obligation to update forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
3.1	Certificate of Ownership and Merger of registrant. (1)
4.1	Specimen common stock certificate of registrant. (1)
99.1	Press Release dated September 6, 2005. (2)

(1) Pursuant to General Instruction B(2) of Form 8-K, Exhibits 3.1 and 4.1 shall be deemed “filed” for the purposes of Section 18 of the Exchange Act.

(2) Pursuant to General Instruction B(2) of Form 8-K, Exhibit 99.1 shall be deemed furnished, and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

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 hereunto duly authorized.

	Monogram Biosciences, Inc. (Registrant)
	By:	/s/ Kathy L. Hibbs
Date: September 7, 2005		Kathy L. Hibbs
		Vice President, General Counsel

INDEX TO EXHIBITS

Exhibit Number	Description
3.1	Certificate of Ownership and Merger of registrant. (1)
4.1	Specimen common stock certificate of registrant. (1)
99.1	Press Release dated September 6, 2005. (2)

(1) Pursuant to General Instruction B(2) of Form 8-K, Exhibits 3.1 and 4.1 shall be deemed “filed” for the purposes of Section 18 of the Exchange Act.

(2) Pursuant to General Instruction B(2) of Form 8-K, Exhibit 99.1 shall be deemed furnished, and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.

EX-3.1

Exhibit 3.1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

MONOGRAM MERGER SUB, INC.

INTO

VIROLOGIC, INC.

(Pursuant to Section 253 of the Delaware General Corporation Law)

ViroLogic, Inc., a Delaware corporation (the “Company”), does hereby certify:

FIRST: That the Company is incorporated pursuant to the Delaware General Corporation Law.

SECOND: That the Company owns all of the outstanding shares of each class of the capital stock of Monogram Merger Sub, Inc. (the “Subsidiary”), a Delaware corporation.

THIRD: That the Company, by the following resolutions of its Board of Directors, duly adopted on the 31^st day of August 2005, determined to merge Subsidiary with and into the Company on the conditions set forth in such resolutions:

RESOLVED, that the merger (the “Merger”) of the Subsidiary, with and into the Company, with the Company being the surviving corporation of the Merger (the “Surviving Corporation”) be, and it hereby is, approved;

RESOLVED FURTHER, that the Merger shall become effective on Tuesday, September 6, 2005 at 4:01 p.m. Eastern Daylight Time, pursuant to Section 253 of the General Corporate Law of the State of Delaware, following the filing of a Certificate of Ownership and Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware;

RESOLVED FURTHER, that the name of the Surviving Corporation shall be Monogram Biosciences, Inc.;

RESOLVED FURTHER, that upon the effectiveness of the Merger, and by virtue thereof without any action on the part of the Company or the Subsidiary (i) the Company shall assume all of the liabilities and obligations of the Subsidiary, (ii) all of the issued and outstanding shares of capital stock of the Subsidiary immediately prior to the Merger shall be cancelled and extinguished, and shall be so registered on the books and records of the Company and its transfer agent, and (iii) Article I of the Amended and Restated Certificate of Incorporation of the Company shall be amended to read as follows:

“The name of the corporation (hereinafter called the “CORPORATION”) is Monogram Biosciences, Inc.”

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the

Company, to make, execute and acknowledge a Certificate of Merger, setting forth a copy of these resolutions to merge the Subsidiary with and into the Company; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to cause the Company to execute, deliver and file with the Delaware Secretary of State, the Certificate of Merger, and to execute, deliver and file such additional documents or perform such acts as are determined to be necessary or appropriate to carry out the Merger as described above.

FOURTH: The surviving corporation is the Company.

FIFTH: The Certificate of Incorporation of ViroLogic, Inc., as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware General Corporation Law, and Article I of the Amended and Restated Certificate of Incorporation of the Company shall be amended to read as follows:

“The name of the corporation (hereinafter called the “CORPORATION”) is Monogram Biosciences, Inc.”.

SIXTH: The Merger shall become effective on Tuesday, September 6, 2005 at 4:01 p.m. Eastern Daylight Time.

2.

IN WITNESS WHEREOF, the Company has caused this certificate to be executed in its corporate name as of this 1^st day of September 2005.

ViroLogic, Inc.
By:	/s/ William D. Young
	William D. Young
	Chief Executive Officer

3.

EX-4.1

Exhibit 4.1

EX-99.1

Exhibit 99.1

Press Release	contacts:	Alfred G. Merriweather	Carolyn Bumgardner Wang
		Chief Financial Officer	WeissComm Partners
		Tel: 650 624 4576	Tel: 415 946 1065
		amerriweather@	carolyn@
		monogrambio.com	weisscommpartners.com

VIROLOGIC CHANGES ITS NAME TO MONOGRAM BIOSCIENCES

— Conference call scheduled for 4:30 P.M. Eastern Today—

So. San Francisco, Calif., September 6, 2005 — ViroLogic, Inc., (Nasdaq: VLGC) announced today that it is changing its name to Monogram Biosciences, Inc.

Effective September 7, 2005, the Company’s common stock will trade under the ticker symbol Nasdaq: MGRM. The contingent value rights (CVRs) will trade under the symbol: MGRMR.OB.

“Our new name reflects our broader commitment to extend our pioneering efforts in individualized medicine beyond viral diseases and into oncology and other serious diseases,” stated William D. Young, Monogram’s Chairman and Chief Executive Officer. “Through our leading edge technologies and innovative product offerings, Monogram’s mission is to tailor patient management and enhance pharmaceutical development for these diseases — and to be the Mark of Individualized Medicine.”

The Mark of Individualized Medicine^™

Monogram, formerly ViroLogic, Inc., has been at the forefront of individualized medicine since 1999. The change to Monogram reflects the Company’s broader technology base

and capabilities in the field of molecular diagnostics for cancer, derived from its merger with ACLARA Biosciences in December 2004. The Company develops and commercializes innovative products to help guide and improve the treatment of infectious diseases, cancer and other serious diseases. These products enable:

• Healthcare providers to optimize treatment regimens for their patients. Providers may also be able to reduce healthcare costs by matching the underlying molecular elements of an individual patient’s disease to the drug best able to affect those elements.

• Pharmaceutical companies to develop new and improved antiviral therapeutics and vaccines, as well as targeted cancer therapeutics. Monogram provides enhanced patient selection and monitoring capabilities throughout the development process.

HIV

The treatment of HIV is difficult for infected individuals who must live with complex regimens, side effects, drug resistance, and other issues. It is also a challenge for healthcare providers who work hard to make sure that their patients are getting the right drugs, finding ways to cope with side effects, and most importantly, staying healthy.

Monogram has developed HIV assays to help make the complexities of antiretroviral therapy easier to manage. The Company’s phenotype and genotype resistance tests, phenotype plus genotype combination test and viral fitness test are intended to help healthcare providers choose the drugs that will provide the greatest benefit to the individual over the long term.

For its biopharmaceutical partners, Monogram provides accurate, advanced and comprehensive technologies for measuring drug resistance and other viral characteristics — information essential for the development of drugs and vaccines for infectious diseases.

For example, Monogram’s new PhenoSense^™ HIV Co-receptor Tropism assay is being used in all currently ongoing late-stage trials of the new class of entry inhibitor drugs called CCR5 inhibitors. The assay measures the ability of an individual’s HIV to use certain receptors on host cells that have been associated with more rapid disease progression and poorer clinical outcome. This information may be valuable in deciding what co-receptor should be targeted and thus what drug should be used. The dominant receptors can change over time, so monitoring changes is important for treatment effectiveness.

Cancer

More than one million new cases of solid tumor cancer are diagnosed each year in the U.S., with four cancer types (breast, prostate, lung, and colorectal) accounting for over 700,000 of these. Despite varied therapeutic modalities — surgery, radiation, chemotherapy, and biotherapeutics — healthcare providers have a critical unmet need for more accurate prognostic and diagnostic tools and more effective, safer therapeutics.

Monogram’s unique eTag^™ technology is designed to accelerate the development of targeted therapeutics, improve clinical trial design and results, clarify and individualize the selection of medications, and optimize outcomes for patients with cancer and other serious diseases.

Conference Call Details

We will host a conference call today at 4:30 p.m. Eastern Time. To participate in the live teleconference call (800) 289-0496 fifteen minutes before the conference begins. Live audio of the call will be simultaneously broadcast over the Internet and will be available to members of the news media, investors and the general public. Access to live and archived audio of the conference call will be available by following the appropriate links at http://www.monogrambio.com and clicking on the Investor Relations link. Following the live broadcast, a replay of the call will also be available at (888) 203-1112, or (719) 457-0820 for international callers, until September 13^th, 2005. The replay passcode is 9938427.

The information provided on the teleconference is only accurate at the time of the conference call, and Monogram will take no responsibility for providing updated information except as required by law.

About Monogram Biosciences, Inc.

Monogram, formerly ViroLogic, Inc., develops and commercializes innovative products to help guide and improve the treatment of infectious diseases, cancer and other serious diseases. The Company’s products are designed to help doctors optimize treatment regimens for their patients that lead to better outcomes and reduced costs. Monogram’s technology is also being used by numerous biopharmaceutical companies to develop new and improved antiviral therapeutics and vaccines as well as targeted cancer therapeutics. More information can be found at www.monogrambio.com.

The Mark of Individualized Medicine^™, PhenoSense^™ and eTag^™ are all registered trademarks of Monogram Biosciences, Inc.

FORWARD LOOKING STATEMENTS

Certain statements in this press release are forward-looking, including statements regarding the activities expected to occur in connection with the name-change and stock ticker change. These forward-looking statements are subject to risks and uncertainties and other factors, which may cause actual results to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to the performance of our products; our ability to successfully conduct clinical studies and the results obtained from those studies; whether larger confirmatory clinical studies will confirm the results of initial studies; our ability to establish reliable, high-volume operations at commercially reasonable costs; expected reliance on a few customers for the majority of our revenues; the annual renewal of certain customer agreements; actual market acceptance of our products and adoption of our technological approach and products by pharmaceutical and biotechnology companies; our estimate of the size of our markets; our estimates of the levels of demand for our products; the timing and ultimate size of pharmaceutical company clinical trials; whether payors will authorize reimbursement for its products; whether the FDA or any other agency will decide to regulate Monogram’s products or services; whether the Company will encounter problems or delays in automating its processes; whether licenses to third party technology will be available; whether Monogram is able to build brand loyalty and expand revenues; and whether Monogram will be able to raise sufficient capital when required. For a discussion of other factors that may cause Monogram’s actual events to differ from those projected, please refer to the Company’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as other subsequent filings with the Securities and Exchange Commission. We do not undertake, and specifically disclaim any obligation, to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

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