-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0X9uHJOUhDDTknmz+ofXPW08vBNAUhRKV7PwqW/GBlb67oh7wb44t/DH7XY+oxn unP8CLGVpgiMYsAj2Mh/OQ== 0001125282-03-000021.txt : 20030107 0001125282-03-000021.hdr.sgml : 20030107 20030106175411 ACCESSION NUMBER: 0001125282-03-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORCHID BIOSCIENCES INC CENTRAL INDEX KEY: 0001107216 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 223392819 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30267 FILM NUMBER: 03505717 BUSINESS ADDRESS: STREET 1: 303 COLLEGE RD. EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6097502200 MAIL ADDRESS: STREET 1: 303 COLLEGE RD. EAST CITY: PRINCETON STATE: NJ ZIP: 08540 8-K 1 b322018_8k.txt CURRENT REPORT 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 (Date of earliest event reported): December 19, 2002 ORCHID BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 000-30267 22-3392819 - ---------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 4390 US Route One Princeton, NJ 08540 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 750-2200 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. On December 20, 2002, Orchid BioSciences, Inc. announced that it had entered into a definitive agreement with Beckman Coulter, Inc. pursuant to which Beckman acquired certain assets of Orchid's SNP genotyping instruments, bioinformatic software and related consumables business. The press release regarding the acquisition attached hereto as Exhibit 99.1 is incorporated herein by reference into this Item 5. In addition, on December 27, 2002, Orchid announced that it had obtained a $10 million credit facility from Comerica, a leading financial services company. The press release regarding the credit facility attached hereto as Exhibit 99.2 is incorporated herein by reference into this Item 5. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release, dated December 20, 2002, announcing the acquisition of Orchid's SNP Geneotyping Instrumentation Business by Beckman Coulter, Inc. 99.2 Press Release, dated December 27, 2002, announcing Orchid's obtaining $10 million credit facility from Comerica. 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. ORCHID BIOSCIENCES, INC. (Registrant) Date: January 6, 2003 /s/ Andrew P. Savadelis ------------------------------------ Name: Andrew P. Savadelis Title: Senior Vice President & Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press Release, dated December 20, 2002, announcing the acquisition of Orchid's SNP Genotyping Instrumentation Business by Beckman Coulter, Inc. 99.2 Press Release, dated December 27, 2002, announcing Orchid's obtaining $10 million credit facility from Comerica. EX-99.1 3 b322018_ex99-1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Contacts: Beckman Coulter Orchid BioSciences (714) 773-7620 (609) 750-2221 Jeanie Herbert Tracy J. Henrikson Director, Investor Relations Director, Corporate Communications BECKMAN COULTER ACQUIRES ORCHID'S SNP GENOTYPING INSTRUMENTATION BUSINESS - ------------------------------------------------------------------------------- FULLERTON, CA. AND PRINCETON, N.J., Dec. 20, 2002 - Beckman Coulter, Inc. (NYSE: BEC) and Orchid BioSciences, Inc. (Nasdaq: ORCH) today announced that Beckman Coulter has acquired certain assets of Orchid's including SNP (single nucleotide polymorphism) genotyping instruments, bioinformatic software and related consumables business. Under the terms of the agreement, Orchid received from Beckman Coulter a combination of cash payments and certain debt assumption, and Beckman Coulter also assumed certain obligations to third parties related to Orchid's reagents and instrument leases. Further financial details were not disclosed. "This is a significant addition to Beckman Coulter's systems biology platform, strengthening our genomics solutions portfolio by allowing us to pursue opportunities for SNP analysis in clinical research, clinical trial and diagnostic applications," said George Bers, president of Beckman Coulter's life science research division. "In addition, the acquisition of these assets expands our current microarray solutions from proteomics to genomics." Beckman Coulter has acquired rights to the SNP genotyping instrumentation, reagents and software formerly marketed by Orchid Life Sciences, and received an exclusive license to use Orchid's SNP-IT(TM) SNP analysis technology in products sold to the research and specialty testing markets. In addition, Beckman Coulter was granted a non-exclusive license to use SNP-IT in the field of diagnostics. Orchid retains rights to use SNP-IT technology in the diagnostics market, as well as in all of its genoprofiling service businesses, including identity testing for forensics and paternity and pharmacogenetic testing for personalized medicine. Orchid will continue to use SNP-IT technology to provide advanced clinical-quality SNP genotyping services to pharmaceutical and agricultural customers. Orchid retains rights to its portfolio of SNP technology patents, as well as to its existing Platform Propagation(TM) SNP technology license agreements. Beckman Coulter has the exclusive rights to grant further licenses in the fields of life science research and specialty testing. "We believe that Beckman Coulter, a global leader in life sciences and diagnostic systems, has the resources and expertise to realize the potential value of Orchid's powerful SNP-IT technology," said George Poste, DVM, Ph.D., chairman of Orchid. "We look forward to continuing to leverage our SNP technology by providing innovative genoprofiling services to the growing identity genomics, agricultural and personalized healthcare sectors." BECKMAN COULTER ACQUIRES ORCHID'S SNP GENOTYPING INSTRUMENTATION BUSINESS...2 OF 2 "The sale of assets of our Orchid Life Sciences business to Beckman Coulter marks another milestone in our ongoing progress to sharpen our business focus, reduce operating expenses, strengthen our cash balances and position Orchid to achieve profitability in the latter part of next year," said Andrew P. Savadelis, senior vice president and chief financial officer of Orchid. About Beckman Coulter - --------------------- Beckman Coulter, Inc. is a global biomedical company, headquartered in Fullerton, California. The company develops and markets instruments, chemistries, software and supplies that simplify and automate laboratory processes throughout the biomedical testing continuum. Through pioneering medical research and drug discovery, specialty testing, and patient care diagnostics, Beckman Coulter supports all phases of the battle against disease. Annual sales for the company totaled $2 billion in 2001, with 62% of this amount generated by recurring revenue from supplies, test kits and services. For more information, visit www.beckmancoulter.com. About Orchid BioSciences - ------------------------ Orchid BioSciences is the leading provider of services and products for profiling genetic uniqueness. Orchid's interlocking strategic business units address distinctive markets that together represent a unique balance of established, predictable growth, such as forensic and paternity DNA testing, and large upside potential, like pharmacogenetics-based personalized healthcare. All leverage Orchid's network of accredited genotyping laboratories, its leading technologies and its expertise in genetic analysis. Orchid provides identity genomics testing for forensics and paternity through Orchid Cellmark and Orchid GeneScreen. Orchid Diagnostics markets products and services for HLA genotyping, disease susceptibility testing and immunogenetics. Orchid GeneShield is developing pharmacogenetics-based programs designed to accelerate the adoption of personalized healthcare. Orchid provides advanced SNP genotyping services to pharmaceutical, biotechnology, agricultural and academic customers, and develops valuable SNP markers and assays. More information on Orchid can be found at www.orchid.com. Orchid BioSciences Safe Harbor Statement All statements in this press release that are not historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act as amended, including statements regarding Orchid's belief it will continue to leverage its SNP technology by providing innovative genoprofiling services to the growing identity genomics, agricultural and personalized healthcare sectors and Orchid's belief that it will continue to sharpen its business focus, reduce operating expenses, strengthen its cash balances and position itself to achieve profitability in the latter part of next year. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, but not limited to, uncertainties relating to technologies, product development, manufacturing, market acceptance, cost and pricing of Orchid products and services, dependence on collaborations and partners, regulatory approvals, competition, intellectual property of others, and patent protection and litigation. These risks and other additional factors affecting Orchid's business are discussed in the "Forward-Looking Statements" section of Orchid's Form 10-Q for the quarterly period ended September 30, 2002 and the "Overview" and "Risk Factors" sections of Orchid's Annual Report on Form 10-K for the year ended December 31, 2001, each as filed with the Securities and Exchange Commission. Orchid expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Orchid's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based, except as may be required by law. EX-99.2 4 b322018_ex99-2.txt PRESS RELEASE Exhibit 99.2 FOR IMMEDIATE RELEASE Contact: Orchid BioSciences (609) 750-2221 Tracy J. Henrikson Director, Corporate Communications ORCHID OBTAINS $10 MILLION CREDIT FACILITY FROM COMERICA PRINCETON, N.J., Dec. 27, 2002 - Orchid BioSciences, Inc. (Nasdaq: ORCH) today announced that it has obtained a $10 million credit facility from Comerica (NYSE: CMA), a leading financial services company. The credit facility is to be used for working capital and is composed of a $10 million revolving line of credit based on accounts receivable. "We are pleased to establish this banking relationship with Comerica, a respected financial institution that understands the growth opportunities of our genoprofiling services business," said Andrew P. Savadelis, chief financial officer and senior vice president, finance of Orchid. "This credit facility provides Orchid with a cost-effective, flexible resource to help us meet our working capital needs as we progress towards profitability in 2003. Our success in establishing this new financing relationship reflects our continued progress in both reducing operating expenses and focusing our business on higher growth, higher margin segments." About Orchid BioSciences - ------------------------ Orchid BioSciences is the leading provider of services and products for profiling genetic uniqueness. Orchid's interlocking strategic business units address distinctive markets that together represent a unique balance of established, predictable growth, such as forensic and paternity DNA testing, and large upside potential, like pharmacogenetics-based personalized healthcare. All leverage Orchid's network of accredited genotyping laboratories, its leading technologies and its expertise in genetic analysis. Orchid provides identity genomics testing for forensics and paternity through Orchid Cellmark and Orchid GeneScreen. Orchid Diagnostics markets products and services for HLA genotyping, disease susceptibility testing and immunogenetics. Orchid GeneShield is developing pharmacogenetics-based programs designed to accelerate the adoption of personalized healthcare. Orchid provides advanced SNP genotyping services to pharmaceutical, biotechnology, agricultural and academic customers, and develops valuable SNP markers and assays. More information on Orchid can be found at www.orchid.com. About Comerica's Technology and Life Sciences Division - ------------------------------------------------------ Comerica Bank's Technology and Life Sciences Division is one of the nation's leading technology banking practices, offering a wide range of financial services tailored to corporate customers, entrepreneurs and professionals. Veteran bankers provide credit and financial services and products to young, growing professionally backed technology and life sciences companies as well as, their more mature counterparts in the computer products, internet services, telecommunications, and life sciences. From 19 offices located across the U.S., Comerica's Technology and Life Sciences Division serves all major technology centers. Comerica Incorporated is the 17th largest bank holding company in the nation, with $51 billion in assets. For more information, visit http://www.comerica.com. All statements in this press release that are not historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act as amended, including statements regarding Orchid's belief that the credit facility provides Orchid with a cost-effective flexible resource to help it to meet its working capital needs as it progresses towards profitability in 2003. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including, but not limited to, uncertainties relating to technologies, product development, manufacturing, market acceptance, cost and pricing of Orchid products and services, dependence on collaborations and partners, regulatory approvals, competition, intellectual property of others, and patent protection and litigation. These risks and other additional factors affecting Orchid's business are discussed in the "Forward-Looking Statements" section of Orchid's Form 10-Q for the quarterly period ended September 30, 2002 and the "Overview" and "Risk Factors" sections of Orchid's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission. Orchid expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Orchid's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based, except as may be required by law. ### -----END PRIVACY-ENHANCED MESSAGE-----