-----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, SNdgbPbb5tMwywIr2CRLqNL+cklyUskCp1V0Jaw6uDlHYXFAMWQgBeLI6c1q0pzG vOJa/5+50Uvm2KTvrI2+EQ== 0000891836-00-000254.txt : 20000411 0000891836-00-000254.hdr.sgml : 20000411 ACCESSION NUMBER: 0000891836-00-000254 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFYMETRIX INC CENTRAL INDEX KEY: 0000913077 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770319159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-28218 FILM NUMBER: 583464 BUSINESS ADDRESS: STREET 1: 3380 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4085226000 MAIL ADDRESS: STREET 1: 3380 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 8-A12G/A 1 AMENDMENT TO FORM 8-A PURSUANT TO SECTION 12(G) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Affymetrix, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 77-0319159 - -------------------------------------------------- -------------------- (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 3380 Central Expressway, Santa Clara, California 95051 - -------------------------------------------------- --------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [X] Securities Act registration statement file number to which this form relates:________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ - ---------------------------------- ---------------------------------- - ---------------------------------- ---------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- On February 7, the Company and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), entered into Amendment No. 1 (the "Amendment") to the Rights Agreement, dated October 15, 1998, between the Company and the Rights Agent (the "Rights Agreement"). The Amendment extends the expiration date of the Rights Agreement until February 7, 2010. The Amendment also increases the Purchase Price for each one one-thousandth of a share of Series B Preferred Stock purchasable upon the exercise of a Right to $1,250. The effective date of the Amendment is February 7, 2000. The text of the Amendment is attached as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Amendment is qualified by reference to Exhibit 4.1. Item 2. Exhibits. -------- 4.1 Amendment No. 1 to Rights Agreement, dated as of February 7, 2000, between Affymetrix, Inc. and American Stock Transfer & Trust Company, as Rights Agent. 99.1 Press Release issued by Affymetrix, Inc., dated February 7, 2000. SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 29 2000 AFFYMETRIX, INC. By: /s/ Vern Norviel ---------------------------------------- Name: Vern Norviel Title: Senior Vice President and General Counsel EX-4.1 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of February 7, 2000, is between Affymetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement, dated as of October 15, 1998 between the Company and the Rights Agent (the "Rights Agreement"); and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth below; NOW, THEREFORE, the Rights Agreement is hereby amended as follows: 1. Amendment of Section 7(a) -------------------------- Clause (i) of Section 7(a) of the Rights Agreement is amended and restated to read in its entirety as follows: "(i) the Close of business on February 7, 2010 (the "Final Expiration Date")," 2. Amendment of Section 7(b). -------------------------- The first sentence of Section 7(b) of the Rights Agreement is amended and restated to read in its entirety as follows: "The Purchase Price shall initially be $1,250.00 for each one one-thousandth of a share of Series B Preferred Stock purchasable upon the exercise of a Right." 3. Effectiveness. -------------- This Amendment shall be deemed effective as of February 7, 2000 as if executed by both parties hereto on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 4. Miscellaneous. -------------- This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above. AFFYMETRIX, INC. By: /s/ Vern Norviel ------------------------------------- Name: Vern Norviel Title: Senior Vice President and General Counsel AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By: /s/ Herbert J. Lemmer ------------------------------------- Name: Herbert J. Lemmer Title: Vice President 6 EX-99.1 3 PRESS RELEASE A F F Y M E T R I X CONTACT: AFFYMETRIX, INC. Edward M. Hurwitz Vice President and Chief Financial Officer (408) 731-5000 Anne Bowdidge Associate Director of Investor Relations (408) 731-5925 AFFYMETRIX ANNOUNCES AMENDMENT TO ITS SHAREHOLDER RIGHTS PLAN SANTA CLARA, CA - FEBRUARY 7, 2000 - Affymetrix, Inc., (Nasdaq: AFFX) announced today that the Board of Directors approved an amendment to its shareholder rights plan initially adopted in 1998. The amendment increases the exercise price of the Preferred Share Purchase Rights to $1,250.00 and extends the expiration date of the plan to February 2010. Under the amended plan, each Preferred Share Purchase Right entitles stockholders to buy one one-thousandth of a share of series B Junior Participating Preferred Stock of the Company at the new exercise price of $1,250.00. The Rights will be exercisable if a person or group acquires beneficial ownership of 15% or more of the Common Stock of the Company or announces a tender offer for 15% or more of the Common Stock. The Rights are designed to assure that all stockholders of the Company receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other tactics designed to gain control of the Company without paying all stockholders a fair price. Affymetrix has developed and intends to establish its GeneChip(R) system as the platform of choice for acquiring, analyzing and managing complex genetic information in order to improve the diagnosis, monitoring and treatment of disease. The Company's GeneChip system consists of disposable DNA probe arrays containing gene sequences on a chip, reagents for with the probe arrays, a scanner and other instruments to process the probe arrays and software to analyze and manage genetic information. Additional information on Affymetrix and GeneChip technology can be found at www.affymetrix.com. ### -----END PRIVACY-ENHANCED MESSAGE-----