SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
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 29, 2002
Date of Filing: May 22, 2002
Lynx Therapeutics, Inc.
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)
Registrants telephone number, including area code: (510) 670-9300
Item 5. Other Events | ||||||||
Item 7. Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
INDEX TO EXHIBITS |
Item 5. Other Events
This Current Report on Form 8-K/A amends the Form 8-K filed with the Securities and Exchange Commission (SEC) on April 30, 2002.
On April 30, 2002, Lynx Therapeutics, Inc. (the Company) completed a $22.6 million private placement of common stock and warrants to purchase common stock (the financing). The financing included 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 Company filed with the SEC a resale registration statement (File No. 333-87394) relating to the issued common stock and the common stock issuable upon exercise of the warrants.
On April 29, 2002, the Company issued a warrant to purchase up to an aggregate of 292,000 shares of the Companys common stock at an exercise price of $1.55 per share to Friedman, Billings, Ramsey & Co., Inc. (FBR) as partial consideration, in addition to other customary fees, for services rendered by FBR as sole manager for the financing.
The accompanying balance sheet reflects the Companys total unaudited cash and cash equivalents, total current assets, total assets, common stock, total stockholders equity, and total liabilities and stockholders equity as of March 31, 2002 on an actual basis and on a pro forma basis to give effect to the estimated net proceeds to the Company from the financing described above. The Company estimates the net proceeds of the financing to be approximately $21.3 million, assuming offering costs of approximately $1.3 million.
Lynx Therapeutics, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
March 31, 2002 | December 31, | ||||||||||||
Actual | Pro forma | 2001* | |||||||||||
(Unaudited) | (Unaudited) | ||||||||||||
Assets | |||||||||||||
Current assets: | |||||||||||||
Cash and cash equivalents | $ | 337 | $ | 21,631 | $ | 3,199 | |||||||
Short-term investments | 1,598 | 1,598 | 2,310 | ||||||||||
Accounts receivable | 936 | 936 | 1,152 | ||||||||||
Inventory | 1,498 | 1,498 | 1,718 | ||||||||||
Other current assets | 537 | 537 | 897 | ||||||||||
Total current assets | 4,906 | 26,200 | 9,276 | ||||||||||
Property and equipment: | |||||||||||||
Leasehold improvements | 12,238 | 12,238 | 12,225 | ||||||||||
Laboratory and other equipment | 21,104 | 21,104 | 20,284 | ||||||||||
33,342 | 33,342 | 32,509 | |||||||||||
Less accumulated depreciation and amortization | (15,466 | ) | (15,466 | ) | (14,283 | ) | |||||||
Net property and equipment | 17,876 | 17,876 | 18,226 | ||||||||||
Investment in related party | 3,665 | 3,665 | 4,452 | ||||||||||
Other non-current assets | 498 | 498 | 548 | ||||||||||
$ | 26,944 | $ | 48,239 | $ | 32,502 | ||||||||
Liabilities and stockholders equity | |||||||||||||
Current liabilities: | |||||||||||||
Accounts payable | $ | 2,840 | $ | 2,840 | $ | 2,037 | |||||||
Accrued compensation | 728 | 728 | 694 |
March 31, 2002 | December 31, | ||||||||||||
Actual | Pro forma | 2001* | |||||||||||
(Unaudited) | (Unaudited) | ||||||||||||
Deferred revenues current portion | 5,093 | 5,093 | 5,259 | ||||||||||
Notes payable current portion | 1,541 | 1,541 | 1,445 | ||||||||||
Other accrued liabilities | 244 | 244 | 329 | ||||||||||
Total current liabilities | 10,446 | 10,446 | 9,764 | ||||||||||
Deferred revenues | 14,195 | 14,195 | 15,115 | ||||||||||
Notes payable | 1,260 | 1,260 | 1,806 | ||||||||||
Other non-current liabilities | 1,120 | 1,120 | 1,103 | ||||||||||
Stockholders equity: | |||||||||||||
Common stock | 87,948 | 109,243 | 87,951 | ||||||||||
Notes receivable from stockholders | (250 | ) | (250 | ) | (250 | ) | |||||||
Deferred compensation | (646 | ) | (646 | ) | (744 | ) | |||||||
Accumulated other comprehensive income (loss) | 13 | 13 | 1,139 | ||||||||||
Accumulated deficit | (87,142 | ) | (87,142 | ) | (83,382 | ) | |||||||
Total stockholders equity | (77 | ) | 21,218 | 4,714 | |||||||||
$ | 26,944 | $ | 48,239 | $ | 32,502 | ||||||||
* | The Balance Sheet amounts at December 31, 2001 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. |
Item 7. Financial Statements and Exhibits
(c) | Exhibits | |||
10.26+ | Form of Securities Purchase Agreement by and among the Company and the investors listed therein. | |||
10.27+ | Form of Registration Rights Agreement by and among the Company and the investors listed therein. | |||
10.28+ | Form of Warrant issued by the Company in favor of each investor and Friedman, Billing, Ramsey & Co., Inc. | |||
99.1+ | Press Release, dated April 30, 2002, entitled Lynx Completes $22.6 Million Private Equity Financing. |
(+) | Previously filed as an exhibit to the Current Report on Form 8-K filed on April 30, 2002 and incorporated by reference herein. |
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: May 22, 2002 | By: | /s/ Edward C. Albini Chief Financial Officer (Principal Financial and Accounting Officer) |
INDEX TO EXHIBITS
10.26+ | Form of Securities Purchase Agreement by and among the Company and the investors listed therein. | |
10.27+ | Form of Registration Rights Agreement by and among the Company and the investors listed therein. | |
10.28+ | Form of Warrant issued by the Company in favor of each investor and Friedman, Billing, Ramsey & Co., Inc. | |
99.1+ | Press Release, dated April 30, 2002, entitled Lynx Completes $22.6 Million Private Equity Financing. |
(+) | Previously filed as an exhibit to the Current Report on Form 8-K filed on April 30, 2002 and incorporated by reference herein. |