-----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, VyZXJ09Mb+8GfBQ3bspgVDTewtkpcmaZBaK9BZlUPEXp9OJf2iwWN5NfWEmYg1K8 Sr9W/Ftc5ipoyI1AmUPHng== 0000950005-98-000436.txt : 19980513 0000950005-98-000436.hdr.sgml : 19980513 ACCESSION NUMBER: 0000950005-98-000436 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980510 ITEM INFORMATION: FILED AS OF DATE: 19980512 SROS: NONE 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/A SEC ACT: SEC FILE NUMBER: 000-22570 FILM NUMBER: 98616593 BUSINESS ADDRESS: STREET 1: 3832 BAY CENTER PL CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 3832 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 74545 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 1998 Lynx Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 0-22570 94-3161073 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 3832 Bay Center Place Hayward, CA 94545 (Address of principal executive offices) (Zip Code) (510) 670-9300 (Registrant's telephone number, including area code) Total number of pages: 7 Page 1 of 7 The Registrant hereby amends Item 7 of its Current Report on Form 8-K, filed with the Commission on March 24, 1998, in its entirety to read as follows: Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses acquired Not applicable. (b) Pro Forma Financial Information The accompanying unaudited pro forma financial information gives effect to the sale of the Registrant's portfolio of phosphorothioate antisense patents and licenses and its therapeutic oligonucleotide manufacturing facility (the "Antisense Business") as if the transaction had occurred on January 1, 1997 for purposes of the unaudited statement of operations, and as of December 31, 1997 for purposes of the unaudited balance sheet. No gain from the sale has been reflected in the unaudited pro forma statement of operations due to the nonrecurring nature of this transaction. The actual gain on the sale of the Antisense Business will be reported in Lynx Therapeutics, Inc.'s unaudited financial statements included in the Quarterly Report on Form 10-Q for the period ended March 31, 1998 to be filed no later than May 15, 1998. (c) Exhibits 2.1** + Acquisition Agreement, dated as of February 4, 1998, by and between Inex Pharmaceuticals Corporation and Lynx. 99.1 + Press release dated February 5, 1998. ** Portions of this agreement have been deleted pursuant to our request for confidential treatment. + Included with the Registrant's Current Report on Form 8-K, filed with the Commission on March 24, 1998. 2. Item 7. (b) Lynx Therapeutics, Inc. Unaudited Pro Forma Financial Statements The following unaudited pro forma financial statements represent the transaction in which Lynx Therapeutics, Inc. ("Lynx" or the "Company") sold its portfolio of phosphorothioate antisense patents and licenses, and its therapeutic oligonucleotide manufacturing facility (collectively, the "Antisense Business"), to Inex Pharmaceuticals Corporation ("Inex") of Vancouver, Canada, under the terms of the Acquisition Agreement, dated as of February 4, 1998, by and between Inex Pharmaceuticals Corporation and Lynx Therapeutics, Inc. (the "Acquisition Agreement"). The sale was consummated on March 10, 1998. Under the terms of the Acquisition Agreement, the Company received $3 million in cash and will receive 1.2 million shares of Inex common stock, in three equal installments, with the first 400,000 shares received on March 10, 1998, and the second and third installments of stock to be received no later than two and three years, respectively, from the closing date of the transaction. The Inex common stock received by Lynx is subject to certain restrictions on trading for specific periods of time following receipt by Lynx. Lynx is also entitled to receive royalties on future sales of phosphorothioate antisense products. In addition, Lynx agreed to a royalty-bearing license to Inex for its phosphoroamidate chemistry for certain therapeutic applications in the fields of cancer and inflammation that will be defined later. During 1997, revenues from the Antisense Business were derived principally from sales of LR-3280 clinical materials to, and cost reimbursements from, Schwarz Pharma AG. These revenues represented 11% of the Company's revenues in 1997. The Company does not expect the sale of the Antisense Business to have a significant impact on the Company's future revenues. The unaudited financial information ("Lynx Therapeutics, Inc. Net of Antisense Business") gives effect to the sale of the Antisense Business as if the transaction had occurred on January 1, 1997, for purposes of the unaudited statement of operations, and as of December 31, 1997, for purposes of the unaudited balance sheet. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of operating results or financial position that would have occurred if the sale had been consummated as presented in the accompanying unaudited pro forma financial information nor is it necessarily indicative of future operating results or financial position. The unaudited pro forma condensed financial information should be read in conjunction with the accompanying note and the historical financial statements, including the notes thereto, as filed with the Commission on the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 3. Item 7. (b) Lynx Therapeutics, Inc. Unaudited Pro Forma Balance Sheet December 31, 1997 (In thousands)
Lynx Lynx Therapeutics, Inc. Therapeutics, Inc. Assets Lynx Antisense Net of Therapeutics, Business Antisense Inc. (a) Sold (b) Business (c) ---------------------------------------------- Current assets: Cash and cash equivalents $ 8,798 $ 3,000 $ 11,798 Short-term investments 16,132 -- 16,132 Accounts receivable 244 -- 244 Other current assets 199 -- 199 ---------------------------------------------- Total current assets 25,373 3,000 28,373 Property and equipment: Leasehold improvements 3,795 -- 3,795 Laboratory and other equipment 3,562 (1,444) 2,118 ---------------------------------------------- 7,357 (1,444) 5,913 Less accumulated depreciation (3,588) 1,234 (2,354) ---------------------------------------------- Net property and equipment 3,769 (210) 3,559 Notes receivable from officers and employees 125 (85) 40 Other assets -- 883 883 ---------------------------------------------- $ 29,267 $ 3,588 $ 32,855 ============================================== Liabilities and stockholders' equity Current liabilities: Accounts payable $ 210 $ -- $ 210 Accrued compensation 289 -- 289 Accrued professional fees 179 -- 179 Deferred revenue from related parties 2,292 -- 2,292 Other accrued liabilities 528 67 595 ---------------------------------------------- Total current liabilities 3,498 67 3,565 Other noncurrent liabilities 179 -- 179 Stockholders' equity: Preferred stock, issuable in series, $.001 par value; 2,000,000 shares authorized, all shares designated represent convertible preferred stock: Series B, 332,288 shares designated, issued, and outstanding at December 31, 1997; aggregate liquidation value of $16,614 at December 31, 1997 16,091 -- 16,091 Series C, 123,299 shares designated, issued, and outstanding at December 31, 1997; aggregate liquidation value of $6,165 at December 31, 1997 6,109 -- 6,109 Series D, 40,000 shares designated, issued, and outstanding at December 31, 1997; aggregate liquidation value of $5,000 at December 31, 1997 4,989 -- 4,989 Common stock, $.001 par value; 20,000,000 shares authorized, 5,892,353 shares issued and outstanding at December 31, 1997 46,640 170 46,810 Notes receivable from stockholders (460) -- (460) Deferred compensation (5,394) -- (5,394) Unrealized gain/(loss) on marketable securities (45) -- (45) Accumulated deficit (42,340) 3,351 (38,989) ----------------------------------------------- Total stockholders' equity 25,590 3,521 29,111 ----------------------------------------------- $ 29,267 $ 3,588 $ 32,855 =============================================== (a) Represents historical Lynx Therapeutics, Inc., financial statements, including the Antisense Business sold. (b) Reflects the cash and the first installment of Inex common stock received on the transaction date, the Antisense Business assets sold to Inex, and certain other costs associated with the transaction and incurred by Lynx. (c) Represents historical Lynx Therapeutics, Inc., financial statements with reflection of the amounts referred to in (b) above. See accompanying note.
4. Item 7. (b) Lynx Therapeutics, Inc. Unaudited Pro Forma Consolidated Statement of Operations For the year ended December 31, 1997 (In thousands, except per share amounts)
Less: Lynx Lynx Therapeutics, Inc. Therapeutics, Inc. Lynx Antisense Net of Therapeutics, Inc. Business Antisense (a) Sold (b) Business (c) ------------------------------------------------------------- Net revenues: Revenues from collaborative arrangements with related parties $ 4,420 $ 523 $ 3,897 Product sales and other revenues 162 -- 162 ------------------------------------------------------------- Total revenues 4,582 523 4,059 Operating costs and expenses: Research and development 14,226 2,892 11,334 Selling, general and administrative 1,930 174 1,756 ------------------------------------------------------------- Total operating costs and expenses 16,156 3,066 13,090 ------------------------------------------------------------- Loss from operations (11,574) (2,543) (9,031) Interest income 753 (140) 893 ------------------------------------------------------------- Provisions for income taxes Net loss $ (10,821) $ (2,683) $ (8,138) ============================================================= Basic and diluted net loss per share $ (3.09) $ (0.77) $ (2.32) ============================================================= Shares used in basic and diluted per share computation 3,501 3,501 3,501 ============================================================= (a) Represents historical Lynx Therapeutics, Inc., financial statements, including the Antisense Business. (b) Reflects the Antisense Business sold, exclusive of any gain realized on the sale. (c) Represents historical Lynx Therapeutics, Inc. financial statements, net of the Antisense Business sold, exclusive of any gain realized on the sale. See accompanying note.
5. Item 7. (b) Lynx Therapeutics, Inc. Note to Unaudited Pro Forma Financial Statements The pro forma financial statements give effect to the following pro forma adjustments: The preceding unaudited pro forma financial statements represent the transaction in which Lynx Therapeutics, Inc. ("Lynx" or the "Company") sold its portfolio of phosphorothioate antisense patents and licenses, and its therapeutic oligonucleotide manufacturing facility (the "Antisense Business"), to Inex Pharmaceuticals Corporation ("Inex") of Vancouver, Canada, under the terms of the Acquisition Agreement, dated as of February 4, 1998, by and between Inex Pharmaceuticals Corporation and the Company (the "Acquisition Agreement"). The sale was consummated on March 10, 1998. Under the terms of the Acquisition Agreement, the Company received $3 million in cash and will receive 1.2 million shares of Inex common stock, in three equal installments, with the first 400,000 shares received on March 10, 1998, and the second and third installments of stock to be received no later than two and three years, respectively, from the closing date of the transaction. The Inex common stock received by Lynx is subject to certain restrictions on trading for specific periods of time following receipt by Lynx. Lynx is also entitled to receive royalties on future sales of phosphorothioate antisense products. In addition, Lynx has agreed to a royalty-bearing license to Inex for its phosphoroamidate chemistry for certain therapeutic applications in the fields of cancer and inflammation that will be defined later. During 1997, revenues from the Antisense Business were derived principally from sales of LR-3280 clinical materials to, and cost reimbursements from, Schwarz Pharma AG. These revenues represented 11% of the Company's revenues in 1997. The Company does not expect the sale of the Antisense Business to have a significant impact on the Company's future revenues. The unaudited financial information ("Lynx Therapeutics, Inc. Net of Antisense Business") gives effect to the sale of the Antisense Business as if the transaction had occurred on January 1, 1997, for purposes of the unaudited statements of operations, and as of December 31, 1997, for purposes of the unaudited balance sheet. 6. 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. Lynx Therapeutics, Inc. -------------------------------------------- (Registrant) May 11, 1998 /s/ Edward C. Albini - ----------------------------- -------------------------------------------- (Date) Edward C. Albini Chief Financial Officer (Principal Financial and Accounting Officer) 7. -----END PRIVACY-ENHANCED MESSAGE-----