-----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, FgBpAasK9IGhHXeUYGrIti+cgZB5iO6nGuTDkz83QEmZkWJdjbS1GmO0y4WM9PvK I6jHGdpceX71Pf4KESulUw== 0000912057-01-520226.txt : 20010619 0000912057-01-520226.hdr.sgml : 20010619 ACCESSION NUMBER: 0000912057-01-520226 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010618 ITEM INFORMATION: FILED AS OF DATE: 20010618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENOME THERAPEUTICS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10824 FILM NUMBER: 1662606 BUSINESS ADDRESS: STREET 1: 1OO BEAVER ST CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7813982300 MAIL ADDRESS: STREET 1: 100 BEAVER STREET CITY: WALTHAM STATE: MA ZIP: 02453 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 8-K 1 a2052203z8-k.txt 8-K - -------------------------------------------------------------------------------- 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): June 18, 2001 -------------------- GENOME THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-10824 04-2297484 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 100 BEAVER STREET WALTHAM, MASSACHUSETTS 02453 (Address, of principal executive offices, including zip code) (781) 398-2300 (Registrant's Telephone number including area code) -------------------- - -------------------------------------------------------------------------------- PAGE 1 OF 4 PAGES. Item 5. OTHER EVENTS On June 18, 2001, Genome Therapeutics Corp. issued a press release announcing that it has received milestone payments from Wyeth-Ayerst, the pharmaceutical division of American Home Products, for the completion of an advancement in a genomics-based alliance to develop novel therapeutics for the prevention and treatment of osteoporosis. Genome Therapeutics has received payments totaling $5,000,000 as a result of the completion of the milestones. The milestone revenues are expected to be recognized in the 4th Quarter of the Company's Fiscal Year ended August 31, 2001. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1. -2- 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. GENOME THERAPEUTICS CORP. By /s/ Stephen Cohen ------------------------ Name: Stephen Cohen Title: Chief Financial Officer Date: June 18, 2001 EXHIBIT INDEX 99.1 Press Release dated June 18, 2001 EX-99.1 2 a2052203zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE GENOME THERAPEUTICS RECEIVES MILESTONE PAYMENT FROM WYETH-AYERST FOR SIGNIFICANT RESEARCH ADVANCES IN OSTEOPOROSIS PROGRAM WALTHAM, MASS., JUNE 18, 2001 - Genome Therapeutics Corp. (Nasdaq: GENE) announced today the receipt of milestone payments from Wyeth-Ayerst, the pharmaceutical division of American Home Products (NYSE: AHP), for the completion of a major advancement in their genomics-based alliance to develop novel therapeutics for the prevention and treatment of osteoporosis. A joint publication describing the scientific discoveries supporting this milestone is planned. "Our success represents the benefits of our collaborations with a leader in women's health, Wyeth-Ayerst and the premier bone mineral geneticists at Creighton University," commented Steven M. Rauscher, CEO and President, Genome Therapeutics. "Attaining these research milestones in our alliance with Wyeth-Ayerst helps validate our proven research approach in chronic human diseases." The advancement is the result of a multi-year alliance between Wyeth-Ayerst and Genome Therapeutics, building on research previously conducted with the Creighton University Osteoporosis Research Center. Genome Therapeutics gained access to a unique family of individuals exhibiting a high bone mass trait from Creighton University in 1997, providing a potential shortcut to the identification of novel genes and targets for new product development in osteoporosis. "This milestone is a major advance in our efforts to harness genomics for the development of therapies with potential to prevent or treat osteoporosis," said Robert Ruffalo, Ph.D., Executive Vice-President, Research and Development, at Wyeth-Ayerst Research. "We are pleased with the rapid pace of discovery in this alliance with Genome Therapeutics." Osteoporosis, an increasingly prevalent disease, is characterized by low bone mass, structural deterioration of bone tissue and an increased susceptibility to fractures. If not treated, the disease progresses with the hip and spine becoming increasingly vulnerable. According to the National Institutes of Health, osteoporosis is a complex disease that affects over 10 million people in the United States at a direct cost of $14 billion. It can result in 1.5 million fractures every year. One out of two women and one in eight men over 50 years old will have an osteoporosis-related fracture in their lifetime. Genome Therapeutics and Wyeth-Ayerst entered into a research collaboration in December 1999 to discover new therapeutics for the prevention and treatment of osteoporosis. The agreement included an up-front license fee, funding for a multi-year research program, milestone payments and future royalties on sales of products developed as a result of this collaboration. If the research goals of the alliance are met, total payments to Genome Therapeutics could exceed $118 million, excluding royalties. Genome Therapeutics (www.genomecorp.com) is a genomics-based drug discovery company operating two lines of business: genomics services and biopharmaceutical. The genomics services business focuses on services that enable other organizations to achieve their drug discovery objectives and includes the GTC Sequencing Center and the PathoGenome(TM) Database. The biopharmaceutical business focuses on the development of novel therapeutics, vaccines and diagnostics to solve major medical needs, includes six alliances with pharmaceutical companies (Schering-Plough, AstraZeneca, Wyeth-Ayerst and bioMerieux) and a joint venture with ArQule. STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT STRICTLY HISTORICAL ARE "FORWARD LOOKING" STATEMENTS AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. A NUMBER OF IMPORTANT FACTORS COULD CAUSE ACTUAL -5- RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED OR SUGGESTED IN THE FORWARD LOOKING STATEMENT, INCLUDING, BUT NOT LIMITED TO, THE ABILITY OF THE COMPANY AND ITS ALLIANCE PARTNERS TO (I) SUCCESSFULLY DEVELOP PRODUCTS BASED ON THE COMPANY'S GENOMIC INFORMATION, (II) OBTAIN THE NECESSARY GOVERNMENTAL APPROVALS, (III) EFFECTIVELY COMMERCIALIZE ANY PRODUCTS DEVELOPED BEFORE ITS COMPETITORS AND (IV) OBTAIN AND ENFORCE INTELLECTUAL PROPERTY RIGHTS, AS WELL AS THE RISK FACTORS DESCRIBED IN EXHIBIT 99 OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2000 AND FROM TIME TO TIME IN THE COMPANY'S OTHER REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. ***** With this event, Genome Therapeutics Management has revised expectations for the year ended August 31, 2001: -- Revenues are projected to be in the range of $32-36 million -- Total costs and expenses are projected to be in the range of $39-42 million # # # -6- -----END PRIVACY-ENHANCED MESSAGE-----