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): October 16, 2003

GENOME THERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

Massachusetts	0-10824	04-2297484
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 October 16, 2003, Genome Therapeutics Corp. (“Genome”), a Massachusetts corporation, issued a press release announcing it raised approximately $3.5 million in gross proceeds through a private placement to accredited investors of approximately 1,400,000 shares of Genome Common Stock and warrants to purchase approximately 700,000 shares of Genome Common Stock. The warrants have an exercise price of $3.48 per share. A copy of the press release is attached hereto as Exhibit 99.1.

The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and until so registered the securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration. Pursuant to a Registration Rights Agreement, Genome is required to prepare and file with the Securities and Exchange Commission within 20 business days after the closing date, a registration statement for the purpose of registering for resale all of the shares of Genome’s Common Stock sold and issuable upon exercise of the warrants sold in the private placement.

The foregoing description of the private placement does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement, the form of Registration Rights Agreement, and the form of Warrant, in each case, incorporated by reference herein from the exhibits to the Company’s Current Report on Form 8-K filed on October 1, 2003.

Item 7.    Financial Statements and Exhibits.

(c)  Exhibits

4.1	Form of Warrant issued by the Company to each investor.*
10.1	Form of Subscription Agreement by and among the Company and each investor.*
10.2	Form of Registration Rights Agreement.*
99.1	Press Release dated October 16, 2003.

* Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 1, 2003.

-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: Senior Vice President and Chief           Financial Officer

Date: October 16, 2003

EXHIBIT INDEX

4.1	Form of Warrant issued by the Company to each investor.*
10.1	Form of Subscription Agreement by and among the Company and each investor.*
10.2	Form of Registration Rights Agreement.*
99.1	Press Release dated October 16, 2003.

* Incorporated by reference from the Company’s Current Report on Form 8-K filed on October 1, 2003.

-4-

EX-99.1

Exhibit 99.1

Contacts:

Christopher Taylor

Investor Relations

781-398-2466

Sarah Emond

Media Relations

781-398-2544

For Immediate Release

Genome Therapeutics Raises Additional $3.5 Million Through Final Closing of

Private Placement Financing

— Total gross proceeds exceed $13 million —

Waltham, Mass., October 16, 2003 – Genome Therapeutics (Nasdaq: GENE) today announced that it has raised an additional $3.5 million in gross proceeds through the final closing of a private placement financing announced on September 30, 2003. Approximately 1.4 million additional new shares of Genome Therapeutics common stock have been issued in this closing to six institutional shareholders, two of which were entitled to purchase shares pursuant to the terms of previous fundraising activities.

As part of the transaction, these investors also received warrants to purchase 700,000 shares at an exercise price of $3.48 per share, subject to the same terms as the warrants issued at the initial closing. The warrants remain exercisable for a period of five years and cannot be exercised during the six-month period immediately following this closing. Life Science Group, an investment banking firm focused exclusively on the healthcare field, acted as placement agent for the entire financing.

The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under the Securities Act of 1933 and applicable state securities laws or an applicable exemption from those registration requirements. Genome Therapeutics has agreed to file a registration statement with the Securities and Exchange Commission to register the resale of the shares of common stock issued in the private placement, as well as the shares of common stock issuable upon the exercise of the warrants issued in the private placement.

This notice shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities of Genome Therapeutics.

About Ramoplanin

Genome Therapeutics’ lead product candidate, Ramoplanin, is an investigational new drug in clinical development for the prevention, treatment and control of serious hospital-based infections. The Company licensed the North American rights to Ramoplanin from Vicuron Pharmaceuticals. Ramoplanin has Fast Track status from the FDA and is currently in a Phase III clinical trial for the prevention of VRE bloodstream infections and in a Phase II study for treating Clostridium difficile-associated diarrhea (CDAD). Existing preclinical data suggest Ramoplanin may have potential in controlling several antibiotic-resistant, Gram-positive bacteria such as

Close of Financing

October 16, 2003

Page 2 of 2

vancomycin-resistant enterococci (VRE), methicillin-resistant Staphylococcus aureus and vancomycin-resistant Staphylococcus aureus. The antibiotic has also been shown to be bactericidal in vitro against Clostridium difficile. In a Phase II study, Ramoplanin was shown to be highly effective at decolonizing patients carrying VRE in their gastrointestinal (GI) tracts. A pilot study is also underway examining Ramoplanin’s potential role in controlling the spread of nosocomial bacteria.

About Genome Therapeutics

Genome Therapeutics is a biopharmaceutical company focused on the discovery and development of pharmaceutical products for specialty markets. The Company’s lead product candidate, Ramoplanin, is in development for the prevention, treatment and control of serious hospital-based infections. Ramoplanin is currently in a Phase III clinical trial for the prevention of bloodstream infections caused by vancomycin-resistant enterococci (VRE), and in a Phase II clinical trial for the treatment of Clostridium difficile-associated diarrhea (CDAD). Genome Therapeutics’ biopharmaceutical portfolio also includes seven major product discovery and development alliances with pharmaceutical companies including Amgen, AstraZeneca, bioMérieux, Schering-Plough and Wyeth.

This news release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. These risk factors include risks related to our lead product candidate, Ramoplanin, such as (i) our inability to obtain regulatory approval to commercialize Ramoplanin due to negative, inconclusive or insufficient clinical data and (ii) delays in the progress of our clinical trials for Ramoplanin, and increased cost, due to the pace of enrollment of patients in the trials or fluctuations in the infection rate of enrolled patients. We are also subject to risks related to our inability or the inability of our alliance partners to (i) successfully develop products based on our genomics information, (ii) obtain the necessary regulatory approval for such products, (iii) effectively commercialize any products developed before our competitors are able to commercialize competing products or (iv) obtain and enforce intellectual property rights. In addition, we are subject to the risk factors set forth in Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 and those set forth in other filings that we may make with the Securities and Exchange Commission from time to time.

###