Gene Logic Inc - Current report filing (8-K)
December 20 2007 - 5:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
20, 2007 (December 14, 2007)
ORE
PHARMACEUTICALS INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
0-23317
|
06-1411336
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
50
West Watkins Mill Road, Gaithersburg, Maryland
|
20878
|
|
(Address
of principal executive office)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (301) 987-1700
Gene
Logic Inc.
(Former
name or 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 obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.135-4(c))
|
Potential
persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid
OMB
control number.
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
December 14, 2007, the Company closed the previously announced sale of
substantially all of the Genomics Assets, except for the assets of the Company’s
molecular diagnostics business, to Ocimum pursuant to the Asset Purchase
Agreement. The Company received $7 million in cash at the closing and
a $3 million promissory note from Ocimum and Ocimum India due eighteen (18)
months following the date of closing. The foregoing description of
the Asset Purchase Agreement is not purported to be complete and is qualified
in
its entirety by reference to the complete terms of the Asset Purchase
Agreement. The Asset Purchase Agreement was previously filed as
Exhibit 10.99 to Form 8-K filed by the Company on October 18, 2007 and Letter
Agreement No. 1 and Letter Agreement No. 2, each amending the Asset Purchase
Agreement as filed on October 18, 2007, were previously filed as Exhibits
10.99(a) and 10.99(b), respectively, to Form 8-K filed by the Company on
December 18, 2007 and are incorporated herein by reference.
A
copy of
the Company’s December 14, 2007 press release announcing the sale of the
Genomics Assets is attached hereto as Exhibit 99.1.
Item
5.04 Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The
Board of Directors of Gene Logic
Inc. (the “Company”) amended Article VII of the Company's By-laws (the
“By-laws”), effective as of December 20, 2007, to allow for the issuance of
uncertificated shares. By being able to issue uncertificated shares, the
Company
may now participate in the Direct Registration System, which is currently
administered by The Depository Trust Company. The Direct Registration System
allows investors to have securities registered in their names without the
issuance of physical certificates and allows investors to electronically
transfer securities to broker-dealers in order to effect transactions without
the risks and delays associated with transferring physical certificates.
The
amendment to the By-laws also provides that each registered stockholder shall
be
entitled to a stock certificate upon written request to the transfer agent
or
registrar of the Company.
The
full text of the By-laws, as
amended, is filed as Exhibit 3.2 to this Current Report, and amended Article
VII
thereof is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(b) Pro
Forma Financial Information.
An
unaudited pro forma consolidated condensed balance sheet as of September 30,
2007 and unaudited pro forma consolidated condensed statements of operations
for
the nine months ended September 30, 2007 and for the three years ended December
31, 2006, including notes thereto, are attached hereto as Exhibit
99.2.
(d)
Exhibits.
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Exhibit
Number
|
Description
|
|
|
|
|
3.2
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By-laws
of Gene Logic Inc., as amended
|
|
99.1
|
Gene
Logic Inc. Press Release, dated December 14, 2007.
|
|
99.2
|
Unaudited
pro forma consolidated condensed balance sheet as of September 30,
2007
and unaudited pro forma consolidated condensed statements of operations
for the nine months ended September 30, 2007 and for the three years
ended
December 31, 2006, including notes
thereto.
|
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.
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ORE
PHARMACEUTICALS INC.
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|
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Date:
December 20, 2007
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By:
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/s/
Philip L. Rohrer Jr.
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Philip
L. Rohrer Jr.
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
|
|
|
3.2
|
By-laws
of Gene Logic Inc., as amended
|
|
99.1
|
Gene
Logic Inc. Press Release, dated December 14, 2007.
|
|
99.2
|
Unaudited
pro forma consolidated condensed balance sheet as of September 30,
2007
and unaudited pro forma consolidated condensed statements of operations
for the nine months ended September 30, 2007 and for the three years
ended
December 31, 2006, including notes
thereto.
|
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