Form 8-K

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): December 14, 2004

 

 

NANOGEN, INC.

(Exact name of registrant specified in its charter)

 

 

Delaware   000-23541   33-0489621

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

10398 Pacific Center Court, San Diego, California   92121
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone, including area code: (858) 410-4600

 

 

(Former name and former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 7.01. Regulation FD Disclosure.

 

On December 14, 2004, Nanogen issued a press release announcing that it is continuing to seek votes or votes by proxy for its adjourned special stockholder meeting scheduled to reconvene on December 15, 2004 at 2 PM PST at its offices at 10398 Pacific Center Court, San Diego, California. The meeting is being held to vote on the issuance of shares of Nanogen common stock in connection with its proposed merger with Epoch Biosciences, Inc. and to amend the Nanogen certificate of incorporation allowing it to expand the number of authorized shares. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits. The following documents are filed as exhibits to this report:

 

99.1    Press Release of Nanogen, Inc., dated December 14, 2004.

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.

 

    NANOGEN, INC.

Date: December 14, 2004

  

By:

  

/s/ Nicholas J. Venuto

   

Name:

  

Nicholas J. Venuto

   

Title:

  

Senior Director, Finance

EXHIBIT INDEX

 

Exhibit

Number

   

Document Description

99.1    Press Release of Nanogen, Inc., dated December 14, 2004.