Table
of Contents
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
Date of report
:
December 5, 2008
(Date
of earliest event reported)
AFFYMETRIX,
INC.
(Exact
name of registrant as specified in charter)
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Delaware
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0-28218
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77-0319159
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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3420 Central Expressway
Santa Clara, California 95051
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (
408) 731-5000
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:
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o
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
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o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Table of Contents
Item 2.01
Completion of Acquisition or Disposition of Assets
.
On December 5, 2008, Affymetrix, Inc. (the “Company”)
completed the acquisition (the “Transaction”) of Panomics, Inc. (“Panomics”),
a privately held Fremont, CA based company that offers a suite of assay products
for a wide variety of low to mid-plex genetic, protein and cellular analysis
applications. The Transaction was completed pursuant to an Agreement and
Plan of Merger dated November 11, 2008 among Panomics, the Company, a
wholly-owned subsidiary of the Company and the representative of the
equityholders of Panomics. The Transaction was previously announced by
the Company in its Current Report on Form 8-K filed on November 13,
2008.
The purchase price for the
Transaction was approximately $73 million in cash. A portion of the
purchase price was placed in escrow and will be paid to the Company or to
Panomics equityholders based on any claims for indemnification by the Company
during the escrow period.
Item 5.02
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Vernon
R. Loucks, Jr., a member of the Board of Directors of the Company, has
decided to retire from the Board of Directors of the Company effective as of January 1,
2009. As previously announced, Kevin M.
King, currently President of the Company, will be promoted to Chief Executive
Officer and become a member of its Board of Directors on the same date.
In
connection with Mr. King’s promotion, on December 10, 2008, the Board
of Directors of the Company authorized the following amendments to the
compensation of Mr. King, effective as of January 2009:
1.
an increase in the
annual base salary of Kevin M. King from $500,000 to $675,000;
2.
discontinuation of Mr. King’s
housing allowance;
2.
a target cash bonus
of 75% of base salary based on the Company’s and Mr. King’s performance;
3.
a grant of 200,000
options to purchase common stock of the Company vesting in equal annual
installments over four years from the grant date; and
4.
a grant of 100,000
restricted shares of common stock of the Company vesting in equal annual
installments over four years from the grant date.
Item 9.01
Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by this Item 9.01(a) are
not included in this initial report on Form 8-K. The financial
statements will be filed by an amendment to this report within the time period
specified in the instructions to Item 9.01 of Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by
this Item 9.01(b) is not included in this initial report on Form 8-K.
The pro forma financial information will be filed by an amendment to this
report within the time period specified in the instructions to Item 9.01 of Form 8-K.
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