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): April 16, 2002

Lynx Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

0-22570
(Commission File No.) 94-3161073
(IRS Employer Identification No.)

25861 Industrial Blvd.
Hayward, California 94545
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 670-9300

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
Exhibit 99.1
Exhibit 99.2

Item 5. Other Events

On April 17, 2002, Lynx Therapeutics, Inc. (the “Company”) announced that it had obtained commitments to purchase common stock and warrants for common stock worth up to approximately $22.6 million. The financing includes the sale of up to 14.6 million newly issued shares of common stock at $1.55 per share and the issuance of warrants to purchase approximately 5.8 million shares of common stock at an exercise price of $1.94 per share. A press release announcing this financing arrangement is filed as Exhibit 99.1 hereto.

On April 18, 2002, the Company announced a reduction of approximately 30% in its domestic workforce. This reduction in workforce is expected to direct the Company’s financial and human resources toward the further commercial expansion of its genomics technologies — principally Massively Parallel Signature Sequencing, or MPSS^TM — and the development of its Protein Profiler^TM proteomics technology. A press release announcing the workforce reduction is filed as Exhibit 99.2 hereto.

Item 7. Financial Statements and Exhibits

(c) Exhibits.

99.1	Press Release, dated April 17, 2002, entitled “Lynx Arranges $22.6 Million in Private Financing.”
99.2	Press Release, dated April 18, 2002, entitled “Lynx Announces Workforce Reduction.”

1

SIGNATURE

     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.

	LYNX THERAPEUTICS, INC
Dated: April 19, 2002	By:	/s/ Edwards C. Albini
		Edwards C. Albini Chief Financial Officer (Principal Financial and Accounting Officer)

2

INDEX TO EXHIBITS

99.1	Press Release, dated April 17, 2002, entitled “Lynx Arranges $22.6 Million in Private Financing.”
99.2	Press Release, dated April 18, 2002, entitled “Lynx Announces Workforce Reduction.”

EX-99.1 3 f80918ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 LYNX ARRANGES $22.6 MILLION IN PRIVATE EQUITY FINANCING April 17, 2002 Lynx Therapeutics, Inc. (Nasdaq: LYNX) announced today it has obtained commitments to purchase common stock and warrants for common stock worth up to approximately $22.6 million. The financing includes the sale of 14.6 million newly issued shares of common stock at $1.55 per share and the issuance of warrants to purchase approximately 5.8 million shares of common stock at an exercise price of $1.94 per share. The transaction is expected to be consummated by the end of the month. Friedman, Billings, Ramsey & Co., Inc. acted as sole manager for the transaction. Lynx has agreed to file with the U.S. Securities and Exchange Commission a resale registration statement relating to the common stock to be issued in the transaction. Lynx expects to use the net proceeds from the financing to support ongoing commercial, business development and research and development activities. Lynx's efforts will also be directed toward the expansion of the commercial applications of its genomics technologies--principally Massively Parallel Signature Sequencing, or MPSS(TM), which provides comprehensive and quantitative digital gene expression data important to modern systems biology research--and the continued development of its Protein ProFiler(TM) proteomics technology. Lynx is a leader in the development and application of novel technologies for the discovery of gene expression patterns important to the pharmaceutical, biotechnology and agricultural industries. These technologies are based on the Megaclone(TM) technology, Lynx's unique and proprietary cloning procedure, which transforms a sample containing millions of DNA molecules into one made up of millions of micro-beads, each of which carries approximately 100,000 copies of one of the DNA molecules in the sample. Megaclone(TM) technology and MPSS(TM) together provide comprehensive and quantitative digital gene expression data. Lynx is also developing a proteomics technology, Protein ProFiler(TM), which is expected to provide high-resolution analysis of complex mixtures of proteins from cells or tissues. For more information, visit Lynx's web site at www.lynxgen.com. This press release contains "forward-looking" statements, including statements related to the intended use of the proceeds from this financing, the expansion of Lynx's commercial applications of its technologies, future revenues and the potential success of commercialization efforts. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "predicts," "expects," "estimates," "intends," "will," "continue," "may," "potential," "should," "confident" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of Lynx to differ materially from those indicated by these forward-looking statements, including, among others, risks detailed from time to time in the Lynx's SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2001. Lynx does not undertake any obligation to update forward-looking statements. THIS NEWS RELEASE IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES DISCUSSED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED AND SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. ### EX-99.2 4 f80918ex99-2.txt EXHIBIT 99.2 EXHIBIT 99.2 LYNX ANNOUNCES WORKFORCE REDUCTION April 18, 2002 Lynx Therapeutics, Inc. (Nasdaq: LYNX) announced today a reduction of approximately 30% in its domestic workforce. This reduction in workforce is expected to direct Lynx's financial and human resources toward the further commercial expansion of its genomics technologies-principally Massively Parallel Signature Sequencing, or MPSS(TM), which provides comprehensive and quantitative digital gene expression data important to modern systems biology research. Lynx also expects to focus on the development of its Protein ProFiler(TM) proteomics technology. Lynx announced yesterday that it had obtained commitments to a private equity financing of up to approximately $22.6 million. Norrie Russell, Ph.D., President and Chief Executive Officer of Lynx, said, "Our plan is to focus our resources on those areas that we feel have the greatest commercial value. We recognize and thank our former employees for their contributions. Accordingly, we planned this workforce reduction with sensitivity and respect." Dr. Russell added, "We believe that MPSS(TM) can achieve greater market penetration and a much higher level of commercial success. In addition, we consider our Protein ProFiler(TM) proteomics technology to be a valuable asset because of its development progress to date, and the likelihood for commercial success." Lynx is a leader in the development and application of novel technologies for the discovery of gene expression patterns important to the pharmaceutical, biotechnology and agricultural industries. These technologies are based on the Megaclone(TM) technology, Lynx's unique and proprietary cloning procedure, which transforms a sample containing millions of DNA molecules into one made up of millions of micro-beads, each of which carries approximately 100,000 copies of one of the DNA molecules in the sample. Megaclone(TM) technology and MPSS(TM) together provide comprehensive and quantitative digital gene expression data. Lynx is also developing a proteomics technology, Protein ProFiler(TM), which is expected to provide high-resolution analysis of complex mixtures of proteins from cells or tissues. For more information, visit Lynx's web site at www.lynxgen.com. This press release contains "forward-looking" statements, including statements related to the expansion of Lynx's commercial applications of its technologies, future revenues and the potential success of commercialization efforts. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "predicts," "expects," "estimates," "intends," "will," "continue," "may," "potential," "should," "confident" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of Lynx to differ materially from those indicated by these forward-looking statements, including, among others, risks detailed from time to time in the Lynx's SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2001. Lynx does not undertake any obligation to update forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

LYNX ARRANGES $22.6 MILLION IN PRIVATE EQUITY FINANCING

April 17, 2002

Lynx Therapeutics, Inc. (Nasdaq: LYNX) announced today it has obtained
commitments to purchase common stock and warrants for common stock worth up to
approximately $22.6 million. The financing includes the sale of 14.6 million
newly issued shares of common stock at $1.55 per share and the issuance of
warrants to purchase approximately 5.8 million shares of common stock at an
exercise price of $1.94 per share. The transaction is expected to be consummated
by the end of the month.

Friedman, Billings, Ramsey & Co., Inc. acted as sole manager for the
transaction. Lynx has agreed to file with the U.S. Securities and Exchange
Commission a resale registration statement relating to the common stock to be
issued in the transaction.

Lynx expects to use the net proceeds from the financing to support ongoing
commercial, business development and research and development activities. Lynx's
efforts will also be directed toward the expansion of the commercial
applications of its genomics technologies--principally Massively Parallel
Signature Sequencing, or MPSS(TM), which provides comprehensive and quantitative
digital gene expression data important to modern systems biology research--and
the continued development of its Protein ProFiler(TM) proteomics technology.

Lynx is a leader in the development and application of novel technologies for
the discovery of gene expression patterns important to the pharmaceutical,
biotechnology and agricultural industries. These technologies are based on the
Megaclone(TM) technology, Lynx's unique and proprietary cloning procedure, which
transforms a sample containing millions of DNA molecules into one made up of
millions of micro-beads, each of which carries approximately 100,000 copies of
one of the DNA molecules in the sample. Megaclone(TM) technology and MPSS(TM)
together provide comprehensive and quantitative digital gene expression data.
Lynx is also developing a proteomics technology, Protein ProFiler(TM), which is
expected to provide high-resolution analysis of complex mixtures of proteins
from cells or tissues. For more information, visit Lynx's web site at
www.lynxgen.com.

This press release contains "forward-looking" statements, including statements
related to the intended use of the proceeds from this financing, the expansion
of Lynx's commercial applications of its technologies, future revenues and the
potential success of commercialization efforts. Any statements contained in this
press release that are not statements of historical fact may be deemed to be
forward-looking statements. Words such as "believes," "anticipates," "plans,"
"predicts," "expects," "estimates," "intends," "will," "continue," "may,"
"potential," "should," "confident" and similar expressions are intended to
identify forward-looking statements. There are a number of important factors
that could cause the results of Lynx to differ materially from those indicated
by these forward-looking statements, including, among others, risks detailed
from time to time in the Lynx's SEC reports, including its Annual Report on Form





10-K for the year ended December 31, 2001. Lynx does not undertake any
obligation to update forward-looking statements.

THIS NEWS RELEASE IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
THE SECURITIES DISCUSSED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED AND SOLD IN THE
UNITED STATES UNLESS REGISTERED UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.


                                       ###

EX-99.2

                                                                    EXHIBIT 99.2

LYNX ANNOUNCES WORKFORCE REDUCTION

April 18, 2002

Lynx Therapeutics, Inc. (Nasdaq: LYNX) announced today a reduction of
approximately 30% in its domestic workforce. This reduction in workforce is
expected to direct Lynx's financial and human resources toward the further
commercial expansion of its genomics technologies-principally Massively Parallel
Signature Sequencing, or MPSS(TM), which provides comprehensive and quantitative
digital gene expression data important to modern systems biology research. Lynx
also expects to focus on the development of its Protein ProFiler(TM) proteomics
technology. Lynx announced yesterday that it had obtained commitments to a
private equity financing of up to approximately $22.6 million.

Norrie Russell, Ph.D., President and Chief Executive Officer of Lynx, said, "Our
plan is to focus our resources on those areas that we feel have the greatest
commercial value. We recognize and thank our former employees for their
contributions. Accordingly, we planned this workforce reduction with sensitivity
and respect." Dr. Russell added, "We believe that MPSS(TM) can achieve greater
market penetration and a much higher level of commercial success. In addition,
we consider our Protein ProFiler(TM) proteomics technology to be a valuable
asset because of its development progress to date, and the likelihood for
commercial success."

Lynx is a leader in the development and application of novel technologies for
the discovery of gene expression patterns important to the pharmaceutical,
biotechnology and agricultural industries. These technologies are based on the
Megaclone(TM) technology, Lynx's unique and proprietary cloning procedure, which
transforms a sample containing millions of DNA molecules into one made up of
millions of micro-beads, each of which carries approximately 100,000 copies of
one of the DNA molecules in the sample. Megaclone(TM) technology and MPSS(TM)
together provide comprehensive and quantitative digital gene expression data.
Lynx is also developing a proteomics technology, Protein ProFiler(TM), which is
expected to provide high-resolution analysis of complex mixtures of proteins
from cells or tissues. For more information, visit Lynx's web site at
www.lynxgen.com.

This press release contains "forward-looking" statements, including statements
related to the expansion of Lynx's commercial applications of its technologies,
future revenues and the potential success of commercialization efforts. Any
statements contained in this press release that are not statements of historical
fact may be deemed to be forward-looking statements. Words such as "believes,"
"anticipates," "plans," "predicts," "expects," "estimates," "intends," "will,"
"continue," "may," "potential," "should," "confident" and similar expressions
are intended to identify forward-looking statements. There are a number of
important factors that could cause the results of Lynx to differ materially from
those indicated by these forward-looking statements, including, among others,
risks detailed from time to time in the Lynx's SEC reports, including its Annual
Report on Form 10-K for the year ended December 31, 2001. Lynx does not
undertake any obligation to update forward-looking statements.


                                       ###