UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 16, 2001
Date of Report (Date of earliest event reported)
APPLERA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-4389 06-1534213
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
301 Merritt 7
Norwalk, Connecticut 06851
(Address of Principal Executive Offices, Including Zip Code)
(203) 840-2000
(Registrant's telephone number, including area code)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
On November 16, 2001, Applera Corporation ("Applera") completed its
acquisition (the "Acquisition") of Axys Pharmaceuticals, Inc., a Delaware
corporation ("Axys"). Pursuant to the terms of the previously reported Agreement
and Plan of Merger, dated as of June 12, 2001, among Applera, Axys, and Angel
Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
Applera ("Merger Sub"), Merger Sub merged with and into Axys, with Axys
surviving the merger as a wholly-owned subsidiary of Applera.
Applera hereby amends Item 7 to its Current Report on Form 8-K filed on
November 29, 2001, in order to include the financial statements and pro forma
financial information with respect to the Acquisition required by Item 7(a) and
Item 7(b) of Form 8-K.
(a) Financial Statements of Business Acquired.
The audited financial statements and notes thereto of Axys as of
December 31, 2000 and for the year then ended and the unaudited
financial statements of Axys for the quarter ended June 30, 2001 which
are required by paragraph (a) of Item 7 of Form 8-K with respect to the
Acquisition are incorporated herein by reference to Applera
Registration Statement on Form S-4 (No. 333-64788) and included as
Exhibit 99.2 hereto.
(b) Pro Forma Financial Information.
The pro forma financial information required by paragraph (b) of Item 7
of Form 8-K with respect to the Acquisition is filed as part of this
Current Report on Form 8-K/A as Exhibit 99.3.
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K/A:
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of June 12, 2001
(incorporated by reference to Exhibit 2.1 to Applera
Corporation's Registration Statement on Form S-4 (No.
333-64788)).**
23.1 Consent of Ernst & Young LLP (regarding Axys
Pharmaceuticals, Inc.).*
99.1 Press Release issued November 16, 2001 (incorporated by
reference to Exhibit 99 to Applera Corporation's Form 8-K
filed on November 19, 2001 (No. 1-04389)).**
99.2 Audited financial statements and notes thereto of Axys as
of December 31, 2000 and for the year then ended and the
unaudited financial statements of Axys as of June 30, 2000
and for the six and three month periods then ended
(incorporated by reference to Applera Corporation's
Registration Statement on Form S-4 (No. 333-64788)).
99.3 Unaudited Pro Forma Consolidated and Consolidating
Financial Statements.*
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* Filed herewith.
** Previously filed
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.
APPLERA CORPORATION
By: /s/ Dennis L. Winger
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Dennis L. Winger
Senior Vice President and
Chief Financial Officer
Dated: January 30, 2002
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of June 12, 2001
(incorporated by reference to Exhibit 2.1 to Applera
Corporation's Registration Statement on Form S-4 (No.
333-64788)).**
23.1 Consent of Ernst & Young LLP (regarding Axys
Pharmaceuticals, Inc.).*
99.1 Press Release issued November 16, 2001 (incorporated by
reference to Exhibit 99 to Applera Corporation's Form 8-K
filed on November 19, 2001 (No. 1-04389)).**
99.2 Audited financial statements and notes thereto of Axys as
of December 31, 2000 and for the year then ended and the
unaudited financial statements of Axys as of June 30, 2000
and for the six and three month periods then ended
(incorporated by reference to Applera Corporation's
Registration Statement on Form S-4 (No. 333-64788)).
99.3 Unaudited Pro Forma Consolidated and Consolidating
Financial Statements.*
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* Filed herewith.
** Previously filed.