-----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, JKd9JkY7mkN6dDFX6xyQjJLyyXP1Tyjw7E5950PE1dHWB3u2tAtwelBs9JVRYCpJ /l0wzGUfGOF+YN/EYoWOiA== 0000891092-05-001745.txt : 20050907 0000891092-05-001745.hdr.sgml : 20050907 20050906174213 ACCESSION NUMBER: 0000891092-05-001745 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050906 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050907 DATE AS OF CHANGE: 20050906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THIRD WAVE TECHNOLOGIES INC /WI CENTRAL INDEX KEY: 0001120438 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 391791034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0725 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31745 FILM NUMBER: 051071240 BUSINESS ADDRESS: STREET 1: 502 S ROSA RD CITY: MADISON STATE: WI ZIP: 53719-1256 BUSINESS PHONE: 608-663-7036 MAIL ADDRESS: STREET 1: 502 S. ROSA ROAD CITY: MADISON STATE: WI ZIP: 53719 8-K 1 e22434_8k.txt FORM 8-K UNITED STATES 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): September 6, 2005 Third Wave Technologies, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-31745 39-1791034 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 502 South Rosa Road, Madison, Wisconsin 53719 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (608) 273-8933 (Registrant's Telephone number, including area code) N/A (Former Name or Former Address, if Changed Since Last Report) 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 7.01. Regulation FD Disclosure. On September 6, 2005, Third Wave Technologies, Inc. ("Third Wave") reported that a federal jury found Stratagene Corp. guilty of willfully infringing two key patents that protect Third Wave's nucleic acid chemistry and awarded Third Wave $5.3 million in damages. Stratagene had aggressively challenged the validity of those patents, but the jury also upheld their validity. A copy of the news release announcing the verdict and award in the Stratagene lawsuit is filed with this report as Exhibit 99.1 and is hereby incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 News Release 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has fully caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THIRD WAVE TECHNOLOGIES, INC. Date: September __, 2005 By: /s/ Kevin T. Conroy -------------------------- Name: Kevin T. Conroy Title: Vice President, General Counsel and Secretary 3 SECURITIES AND EXCHANGE COMMISSION Washington, DC EXHIBITS CURRENT REPORT ON FORM 8-K Date of Event Reported: September 6, 2005 Commission File No: 000-31745 THIRD WAVE TECHNOLOGIES, INC. EXHIBIT INDEX Exhibit No. Exhibit Description ----------- ------------------- 99.1 News Release EX-99.1 2 e22434ex99-1.txt PRESS RELEASE Exhibit 99.1 Contacts: Third Wave Technologies Vida Communications Rod Hise Stephanie Diaz (investors) (608) 663-4010 (415) 885-2298 Tim Brons (media) (646) 319-8981 For Immediate Release Jury Finds Stratagene Willfully Infringed Third Wave Patents Also awards Third Wave $5.3 million in damages MADISON, Wis., Sept. 6, 2005--Third Wave Technologies Inc. (Nasdaq: TWTI) today announced that a federal jury has found Stratagene liable for willful patent infringement and awarded Third Wave $5.3 million in damages. Third Wave will seek additional damages, given the willful infringement verdict. Stratagene last week was found guilty of infringing two key Third Wave patents. Stratagene had aggressively challenged the validity of those patents, but the jury also upheld their validity. Third Wave filed suit against Stratagene alleging the infringement in U.S. District Court in September 2004. Third Wave seeks a permanent injunction and destruction of the infringing "FullVelocity" QPCR and QRT-PCR products. With the jury's findings, Third Wave's unique position in nucleic acid testing has been galvanized. Given the expiration of the patents for basic polymerase chain reaction, or PCR, Third Wave is one of a very few companies that can leverage its nucleic acid testing (NAT) chemistry--the Invader technology--with basic PCR. "The positive outcome of this trial for Third Wave underscores the value of the Invader chemistry in the emerging nucleic acid testing market," said John Puisis, president and chief executive officer of Third Wave. "It is clear that many companies want to enter the NAT market, especially given the expiration of basic PCR patents. With the sensitivity of off-patent PCR and the specificity of the Invader chemistry, Third Wave has the unique opportunity to offer better technology than TaqMan, the current industry-leading NAT chemistry. This ability enables Third Wave to develop the best performing products that set a new standard for the industry. "Because Third Wave owns something of such substantial value, we will continue to vigorously protect of our patent estate," Mr. Puisis said. "We are pleased to see our initial patents withstand an aggressive legal battle. We have a broad patent estate to leverage and its strength continues to grow." Third Wave's Invader technology is used to analyze, detect and measure DNA and RNA, the foundation of genetic material and infectious agents. The Invader technology and the methods of using it are protected by a suite of more than 45 issued patents; more than 100 additional Third Wave patents are pending. About Third Wave Technologies Third Wave Technologies is a leader in the development and marketing of molecular diagnostics for a variety of DNA and RNA analysis applications, providing physicians and researchers with superior molecular solutions. Third Wave's Invader(R) technology provides the company's customers with exceptional performance, scalability and ease of use. The company offers a number of clinical products based on its Invader(R) technology for genetic testing related to multiple disease areas. For more information about Third Wave and its products, please visit the company's website at www.twt.com. All statements in this news release that are not historical are forward-looking statements within the meaning of the Securities Exchange Act of 1934 as amended. Such forward-looking statements are subject to factors that could cause actual results to differ materially for Third Wave from those projected. Those factors include risks and uncertainties relating to technological approaches of Third Wave and its competitors, product development, manufacturing, market acceptance, cost and pricing of Third Wave products, dependence on collaborative partners and commercial customers, successful performance under collaborative and commercial agreements, competition, the strength of the Third Wave intellectual property, the intellectual property of others and other risk factors identified in the documents Third Wave has filed, or will file, with the Securities and Exchange Commission. Copies of the Third Wave filings with the SEC may be obtained from the SEC Internet site at www.sec.gov. Third Wave 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 Third Wave's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. Third Wave Technologies, Invader and the Third Wave logo are trademarks of Third Wave Technologies, Inc. -----END PRIVACY-ENHANCED MESSAGE-----