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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 25, 2001
(Date of earliest event reported)
INCYTE GENOMICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27488 94-3136539
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3160 Porter Drive, Palo Alto, California 94304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 855-0555
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Item 5. Other Events.
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On October 25, 2001, Incyte Genomics, Inc. (the "Company") announced a
restructuring of its operations in order to focus on its database and
partnership operations and its internal disease pathway and therapeutic drug
discovery programs. As a part of the restructuring, the Company plans to
discontinue its microarray-based gene expression products and services, genomic
screening products and services, public domain clone products and related
services and contract sequencing services. The Company discontinued its
transgenics product line and sold certain of its assets in the third quarter of
2001. As a part of these actions, the Company will close its facilities in
Fremont, California and St. Louis, Missouri. The Company also proposes to
discontinue, by the end of 2001, its internal program on single nucleotide
polymorphisms (SNP) discovery, which has been concentrated in Cambridge, UK.
In addition to the announced closures, the Company will make infrastructure and
other personnel reductions at its other locations. The restructuring of the
Company's business will result in a reduction of the Company's workforce by
approximately 400 employees.
In the third quarter of 2001, the Company recorded a charge of $5.8 million
associated with the divestiture of its transgenics product line. In connection
with its restructuring, the Company also expects that in the fourth quarter of
2001 it will recognize an additional non-recurring charge that could exceed $80
million. Approximately 25% of the fourth quarter costs are anticipated to be
cash related and the remainder is anticipated primarily to be associated with
the write-off of assets.
Except for the historical information contained herein, the matters set forth in
this Current Report, including without limitation statements as to the Company's
plans to restructure its business and the expected closures and reductions, the
number of job losses to be incurred through the Company's restructuring, and
guidance as to the expected non-recurring charge for the fourth quarter of 2001,
and the components thereof, are forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including, but not limited
to, the impact of competition and technological advances, the impact of further
changes in the Company's business plan, the number of employees entitled to
receive retention benefits, and other costs to be recognized in connection with
the restructuring, the Company's ability to implement within the stated
timeframe the restructuring and facility closures, and other risks detailed from
time to time in the Company's SEC reports, including its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001. The Company disclaims any intent
or obligation to update or revise these forward-looking statements.
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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 hereunto duly authorized.
Dated: November 13, 2001. INCYTE GENOMICS, INC.
By /s/ John M. Vuko
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John M. Vuko
Executive Vice President and
Chief Financial Officer
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