-----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, G+MhLsx4IVwwKjcUziuRq/zpUpiXznTh4EfdS90PANcNRFh0MGH2NBDhEFPe8a3f D9yyD12Cw2W799qXd2vznQ== 0000891836-99-000722.txt : 19991227 0000891836-99-000722.hdr.sgml : 19991227 ACCESSION NUMBER: 0000891836-99-000722 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990914 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990928 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-K SEC ACT: SEC FILE NUMBER: 000-28218 FILM NUMBER: 99718567 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-K 1 FORM 8-K, AFFYMETRIX, INC. 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 14, 1999 ----------------------------- Affymetrix, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-28218 77-0319159 - ----------------------------- ------------ ------------------- (State or Other Jurisdiction) (Commission (IRS Employer of Incorporation File Number) Identification No.) 3380 Central Expressway, Santa Clara, CA 95051 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (408) 731-5000 --------------------------- Not applicable - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ------------ Affymetrix, Inc., a Delaware corporation (the "Company"), issued one press release on September 14, 1999, and two press releases on September 17, 1999 in connection with the private placement of its 5% Convertible Subordinated Notes due 2006. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ Exhibit Number Description - ------------------------------------------------------------------------------- 99.1 Press Release dated September 14, 1999. 99.2 Press Release dated September 17, 1999. 99.3 Press Release dated September 17, 1999. -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, thereunto duly authorized. AFFYMETRIX, INC. By: /s/ Vernon A. Norviel ---------------------------------- Name: Vernon A. Noviel Title: Senior Vice President, General Counsel and Secretary Date: September 27, 1999 -3- EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press Release dated September 14, 1999. 99.2 Press Release dated September 17, 1999. 99.3 Press Release dated September 17, 1999. EX-99.1 2 PRESS RELEASE, SEPTEMBER 14, 1999 FOR IMMEDIATE RELEASE Contact: Affymetrix, Inc. ---------------- Edward M. Hurwitz Anne Bowdidge Vice President and Associate Director Chief Financial Officer of Investor Relations (408) 731-5000 (408) 731-5925 AFFYMETRIX, INC. ANNOUNCES PROPOSED $100 MILLION CONVERTIBLE SUBORDINATED NOTE OFFER SANTA CLARA, CA -SEPTEMBER 14, 1999- Affymetrix, Inc., (NASDAQ: AFFX) announced today that it proposes to make a private offering of $100 million of Convertible Subordinated Notes due 2006 (the "Notes") with an option to issue an additional $25 million of Notes The Notes will be convertible into Common Stock, at the option of the holder, at a price to be determined. The Company expects to complete this offering in September, 1999. The Notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. 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 use 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. Page 1 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, including statements regarding the Company's "expectations," "beliefs," "hopes," "intentions," "strategies" or the like. Such statements are subject to risks and uncertainties that could cause actual results to differ materially for Affymetrix from those projected, including, but not limited to, uncertainties relating to technological approaches, product development, manufacturing, and market acceptance, uncertainties related to cost and pricing of Affymetrix products, dependence on collaborative partners, uncertainties relating to sole source suppliers, uncertainties relating to FDA and other regulatory approvals, competition, risks relating to intellectual property of others and the uncertainties of patent protection and litigation. These and other risk factors are discussed in Affymetrix' Annual Report on Form 10-K for the year ended December 31, 1998 and 10-Q for the quarter ended June 30, 1999 and Form S-3 filed July 12, 1999, as amended. Affymetrix 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 Affymetrix' expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. Affymetrix, GeneChip and the Affymetrix logo are registered trademarks used by Affymetrix, Inc. Page 2 EX-99.2 3 PRESS RELEASE, DATED SEPTEMBER 17, 1999 FOR IMMEDIATE RELEASE Contact: Affymetrix, Inc. ---------------- Edward M. Hurwitz Anne Bowdidge Vice President and Associate Director Chief Financial Officer of Investor Relations (408) 731-5000 (408) 731-5925 AFFYMETRIX, INC. RAISES $125 MILLION IN CONVERTIBLE SUBORDINATED DEBT PLACEMENT SANTA CLARA, CA -SEPTEMBER 17, 1999- Affymetrix, Inc., (NASDAQ: AFFX) announced today the private placement of $125 million principal amount of 5% Convertible Subordinated Notes due 2006. The Notes are convertible, subject to adjustment in certain circumstances, into Affymetrix common stock at a price equal to $123.00 per share. Affymetrix has agreed to file a registration statement for the resale of the Notes and the shares of common stock issuable upon the conversion of the Notes within 90 days after the closing date. This summary of the terms and conditions of the Notes is not intended to be a complete summary of the terms and conditions of such securities. Copies of the Notes and related documents will be filed with SEC on a form 8-K after the closing date. The Notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. 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 use with the probe arrays, a scanner and other instruments to process the probe arrays and software to analyze and manage genetic information. Additional Page 1 information on Affymetrix and GeneChip technology can be found at www.affymetrix.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 the Company's "expectations," "beliefs," "hopes," "intentions," "strategies" or the like. Such statements are subject to risks and uncertainties that could cause actual results to differ materially for Affymetrix from those projected, including, but not limited to, uncertainties relating to technological approaches, product development, manufacturing, and market acceptance, uncertainties related to cost and pricing of Affymetrix products, dependence on collaborative partners, uncertainties relating to sole source suppliers, uncertainties relating to FDA and other regulatory approvals, competition, risks relating to intellectual property of others and the uncertainties of patent protection and litigation. These and other risk factors are discussed in Affymetrix' Annual Report on Form 10-K for the year ended December 31, 1998 and 10-Q for the quarter ended June 30, 1999 and Form S-3 filed July 12, 1999, as amended. Affymetrix 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 Affymetrix' expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. Affymetrix, GeneChip and the Affymetrix logo are registered trademarks used by Affymetrix, Inc. Page 2 EX-99.3 4 PRESS RELEASE RE EXERCISE OF OPTION FOR IMMEDIATE RELEASE Contact: Affymetrix, Inc. ---------------- Edward M. Hurwitz Anne Bowdidge Vice President and Associate Director Chief Financial Officer of Investor Relations (408) 731-5000 (408) 731-5925 AFFYMETRIX, INC. ANNOUNCES EXERCISE OF OPTION SANTA CLARA, CA -SEPTEMBER 17, 1999- Affymetrix, Inc., (NASDAQ: AFFX) announced today that the initial purchaser of its recently completed private placement of $125 million principal amount of 5% Convertible Subordinated Notes due 2006 has exercised its option and purchased an additional $25 million of Notes. The Notes are convertible into Affymetrix Common Stock at a price equal to $123.00 per share. Gross proceeds from the offering, including exercise of the option, are $150 million. Affymetrix has agreed to file a registration statement for the resale of the Notes and the shares of common stock issuable upon the conversion of the Notes within 90 days after the closing date. This summary of the terms and conditions of the Notes is not intended to be a complete summary of the terms and conditions of such securities. Copies of the Notes and related documents will be filed with SEC on a form 8-K after the closing date. The Notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended. 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 use with the probe arrays, a scanner and other instruments to process the probe arrays and software to analyze and manage genetic information. Additional Page 1 information on Affymetrix and GeneChip technology can be found at www.affymetrix.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 the Company's "expectations," "beliefs," "hopes," "intentions," "strategies" or the like. Such statements are subject to risks and uncertainties that could cause actual results to differ materially for Affymetrix from those projected, including, but not limited to, uncertainties relating to technological approaches, product development, manufacturing, and market acceptance, uncertainties related to cost and pricing of Affymetrix products, dependence on collaborative partners, uncertainties relating to sole source suppliers, uncertainties relating to FDA and other regulatory approvals, competition, risks relating to intellectual property of others and the uncertainties of patent protection and litigation. These and other risk factors are discussed in Affymetrix' Annual Report on Form 10-K for the year ended December 31, 1998 and 10-Q for the quarter ended June 30, 1999 and Form S-3 filed July 12, 1999, as amended. Affymetrix 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 Affymetrix' expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based. Affymetrix, GeneChip and the Affymetrix logo are registered trademarks used by Affymetrix, Inc. Page 2 -----END PRIVACY-ENHANCED MESSAGE-----