-----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, Gjme7O82P2xb238UHF5Th6JrdOzNx2F7Mp5PHnJsrg0RLZMXq1C/PHuWQTrJuKHz IEJSOWPXTXitPGbDbEprXw== 0000891618-04-001194.txt : 20040813 0000891618-04-001194.hdr.sgml : 20040813 20040813105410 ACCESSION NUMBER: 0000891618-04-001194 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040813 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYNX THERAPEUTICS INC CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 04972294 BUSINESS ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 8-K 1 f01227e8vk.htm FORM 8-K e8vk
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UNITED STATES
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): August 13, 2004

Date of Filing: August 13, 2004

Lynx Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

     
0-22570
  94-3161073
(Commission File No.)
  (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 12. Results of Operations and Financial Condition
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

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Item 12. Results of Operations and Financial Condition

On August 13, 2004, Lynx Therapeutics, Inc. issued a press release announcing financial results for the six months ended June 30, 2004. A copy of such press release, entitled “Lynx Reports 2004 Second Quarter Financial Results - Business Update Conference Call to Begin at 11:00 a.m. ET Today-,” is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Lynx Therapeutics, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

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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: August 13, 2004  By:   /s/ Kevin P. Corcoran    
    Kevin P. Corcoran   
    President and Chief Executive Officer (Principal Executive Officer)   
 

 

Table of Contents

INDEX TO EXHIBITS

     
99.1
  Press release entitled “Lynx Reports 2004 Second Quarter Financial Results — Business Update Conference Call to Begin at 11:00 a.m. ET Today-,” dated August 13, 2004.

 

EX-99.1 2 f01227exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 [LYNX LOGO] CONTACT: LYNX THERAPEUTICS, INC. INVESTOR CONTACT: Kevin P. Corcoran Lippert/Heilshorn & Associates Chief Executive Officer Jody Cain (jcain@lhai.com) 510/670-9300 Mike Pollock (mpollock@lhai.com) 310/691-7100 LYNX REPORTS 2004 SECOND QUARTER FINANCIAL RESULTS - BUSINESS UPDATE CONFERENCE CALL TO BEGIN AT 11:00 A.M. ET TODAY - HAYWARD, CALIF. (AUGUST 13, 2004) - LYNX THERAPEUTICS, INC. (NASDAQ: LYNX) today reported financial results for the three and six months ended June 30, 2004. Lynx reported net revenues for the second quarter of 2004 were $1.7 million and included technology access and service fees of $1.5 million. Net revenues for the second quarter of 2003 were $4.6 million and included technology access and service fees of $4.2 million. Lynx reported a net loss of $3.6 million, or $(0.48) per share, for the quarter ended June 30, 2004, compared with a net loss of $2.9 million, or ($0.61) per share, for the same period in 2003. Total operating costs and expenses of $5.4 million for the second quarter of 2004, excluding restructuring charges related to workforce reductions of $16,000, decreased from total operating costs and expenses of $6.5 million for the second quarter of 2003. For the 2004 second quarter, cost of services fees were $1.3 million, versus cost of services fees of $1.4 million for 2003 second quarter. Research and development expenses of $2.6 million for three months ended June 30, 2004, decreased from research and development expenses of $3.2 million for the three months ended June 30, 2003. The decrease in research and development costs reflects lower personnel expenses resulting from workforce reductions in 2004. General and administrative expenses were $1.5 million for the second quarter of 2004, compared with $1.9 million for the comparable quarter in 2003. Lynx reported loss from operations of $3.7 million for the 2004 second quarter, compared with loss from operations of $1.9 million for the 2003 second quarter. Revenues for the six months ended June 30, 2004 totaled $3.1 million, compared with $7.8 million in 2003. Technology access and service fees revenues were $2.6 million in the first six months of 2004, compared with $7.2 million in the first six months of 2003. Loss from operations for the first half of 2004 was $7.9 million, compared with loss from operations of $5.0 million for the first half of 2003. For the first half of 2004, Lynx reported a net loss of $7.8 million, or ($1.13) per share, versus a net loss of $6.8 million, or ($1.47) per share for the first six months of 2003. As of June 30, 2004, Lynx had cash, cash equivalents and short-term investments of $2.4 million, including $0.4 million of restricted cash, and total current assets of $4.2 million. BUSINESS UPDATE Lynx also announced that it has signed a non-binding letter of intent to merge with privately held, UK-based Solexa Ltd. In conjunction with the letter of intent, Solexa will provide Lynx with up to $2.5 million in loans to sustain Lynx's operations as efforts to achieve a merger continue. There can be no assurance that the parties will in fact be able to conclude a binding merger agreement or complete a merger. Under the preliminary terms of the stock-for-stock merger described in the letter of intent, which is not binding, if the merger is completed, Solexa shareholders would hold a majority interest of the combined company. Lynx has received a first loan advance of $750,000 under a loan agreement between the parties. The parties are continuing review and discussion of the proposed merger with the objective of concluding a definitive, binding merger agreement during September. Lynx has engaged Seven Hills Partners LLC as it financial advisor in the merger discussions. The decision to pursue a merger with Solexa was based in part on the preference of the parties to have a combined company to pursue further development of the "cluster technology" assets that were acquired from Swiss-based Manteia SA jointly by Lynx and Solexa in March 2004, rather than to do so independently. These technology assets feature a process to enable parallel amplification of millions of DNA fragments, each from a single DNA molecule, to create DNA colonies or "clusters." "We believe that a combination of resources would allow for faster integration of the cluster technology, which in turn would enable us to expand our services offering and accelerate the development of MPSS-based instrumentation," said Kevin Corcoran, Lynx's president and chief executive officer. "Solexa has proven expertise in nucleic acids biochemistry, surface chemistry and software for genome assembly, all of which could provide valuable contributions to our development efforts. While we are prepared to proceed independently if we are unable to agree on a merger, the attractiveness of combining our resources compels us to pursue this opportunity earnestly. "Since the beginning of this year, we have entered into seven services contracts, including one with the National Institutes of Health to build a reference transcriptome database that could have positive ramifications in building long-term momentum with our commercial services business," said Mr. Corcoran. "Further, our announced relationship in May with the National Cancer Institute to characterize DNA fragments in human cancer tumors marked our planned entry into the genomic DNA sequencing market. With this said, our revenues for the first half of the year have been impacted by the timing and number of biological samples received from existing customers and collaborators, and we have not built the volume of new samples as quickly as we forecasted at the beginning of this year." Due to lower than anticipated sample volume, Lynx is revising its revenue guidance for 2004. Total net revenues for the year are expected to be in the $8 to $9 million range. COLLABORATIONS AND AGREEMENTS Lynx is aggressively pursuing a variety of opportunities directed toward establishing MPSS(TM) as the technology of choice for comprehensive gene expression, genome structure and epigenomics analysis based on its ability to uniquely capture and sequence RNA and DNA fragments. To date in 2004, Lynx has added the NATIONAL CANCER INSTITUTE (NCI) as a genome structure, epigenomics and genome re-sequencing customer. Lynx will assist the NCI in identifying chromosome breakpoints in human cancer tumors. Additionally, since the beginning of 2004, Lynx has added or extended gene expression service contracts with the following customers: - - HOWARD HUGHES MEDICAL INSTITUTE: to characterize the drosophila transcriptome, surveying tissues and developmental stages of the laboratory fruit fly. - - NATIONAL INSTITUTE OF ENVIRONMENTAL AND HEALTH SCIENCES: to analyze liver and blood samples from rats treated with various doses of acetaminophen to study the drug's toxic effects and to identify new markers for toxicity. - - NATIONAL INSTITUTE OF MENTAL HEALTH: to study gene expression in the brain associated with schizophrenia. - - LUDWIG INSTITUTE FOR CANCER RESEARCH: extension of a 2002 agreement on the characterization of gene expression in cancer. - - NATIONAL INSTITUTES OF HEALTH: to build a reference transcriptome database to assist the biomedical research community's efforts in determining the function of genes associated with disease. - - NATIONAL INSTITUTE ON AGING: to study the molecular and cellular events in stem cell proliferation and differentiation. CONFERENCE CALL Lynx has scheduled an investor conference call to discuss this announcement beginning at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time today. Individuals interested in listening to the conference call may do so by dialing (877) 815-7177 for domestic callers, or (706) 679-0753 for international callers. A telephone replay will be available for 48 hours following the conclusion of the call by dialing (800) 642-1687 for domestic callers, or (706) 645-9291 for international callers, and entering pass code 8949679. The live conference call will also be available via the Internet on the investor resources section at www.lynxgen.com, and a recording of the call will be available on the Company's Web site for 14 days following the completion of the call. About Lynx Lynx Therapeutics is a leader in the development and application of novel genomics analysis solutions. Lynx's MPSS(TM) instruments analyze millions of DNA molecules in parallel, enabling genome structure characterization at an unprecedented level of resolution. As applied to gene expression analysis, MPSS(TM) provides comprehensive and quantitative digital information important to modern systems biology research in the pharmaceutical, biotechnology and agricultural industries. For more information, visit Lynx's Web site at www.lynxgen.com. This press release contains "forward-looking" statements, including statements related to the identification of differentially expressed genes, the potential success of collaboration arrangements, the addition of new collaborations and agreements and Lynx's performance of its genomics discovery services for current and future customers and collaborators. 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," "envisions," "hopes," "estimates," "intends," "will," "continue," "may," "potential," "should," "confident," "could" 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 Lynx's SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2003, as amended, and its Quarterly Report on Form 10-Q for the period ended March 31, 2004. Lynx does not undertake any obligation to update forward-looking statements. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts)
Three months ended Six months ended June 30, June 30, --------------------------- --------------------------- 2004 2003 2004 2003 ----------- ---------- ---------- ---------- (unaudited) (unaudited) (unaudited) (unaudited) Net revenues: Technology access and service fees and other $ 1,743 $ 4,585 $ 3,084 $ 7,849 -------- -------- -------- -------- Total revenues 1,743 4,585 3,084 7,849 Operating costs and expenses: Service fees and other 1,320 1,377 2,670 2,101 Research and development 2,601 3,196 5,064 6,761 General and administrative 1,500 1,893 3,087 3,678 Special charge for workforce reduction 16 -- 118 292 -------- -------- -------- -------- Total operating costs and expenses 5,437 6,466 10,939 12,832 -------- -------- -------- -------- Loss from operations (3,694) (1,881) (7,855) (4,983) Equity in net loss of related party -- (891) -- (1,716) Other income (expense), net 83 (84) 23 (128) Income tax provision (benefit) 1 1 1 2 -------- -------- -------- -------- Net loss $ (3,612) $ (2,857) $ (7,833) $ (6,829) ======== ======== ======== ======== Basic and diluted net loss per share $ (0.48) $ (0.61) $ (1.13) $ (1.47) Shares used in per share computation 7,450 4,654 6,924 4,653 -------- -------- -------- --------
Condensed Consolidated Balance Sheets (in thousands)
June 30, December 31, 2004 2003(a) ----------- ------------ Assets (unaudited) Cash and cash equivalents, short-term investments $ 2,385 $ 5,609 Accounts receivable 599 402 Other current assets 1,233 1,626 ------- ------- Total current assets 4,217 7,637 Property and equipment, net 9,202 10,987 Other assets 2,659 172 ------- ------- Total assets $16,078 $18,796 ======= ======= Liabilities and Stockholders' Equity Current liabilities $ 1,779 $ 2,826 Deferred revenue - current 759 759 ------- ------- Total current liabilities 2,538 3,585 Deferred revenue - noncurrent 4,027 4,213 Noncurrent liabilities 906 932 Stockholders' equity 8,607 10,066 ------- ------- Total liabilities and stockholders' equity $16,078 $18,796 ======= =======
(a) The balance sheet amounts as of December 31, 2003 have been derived from audited financial statements at that date but do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. # # # -----END PRIVACY-ENHANCED MESSAGE-----