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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/05/04 Aclara Biosciences Inc 425 1:96K Aclara Biosciences Inc RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 425 Filed Pursuant to Rule 425 HTML 82K
| Filed Pursuant to Rule 425 |
Filed by ACLARA BioSciences, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: ACLARA BioSciences, Inc.
Commission File No. 333-116981
In connection with the proposed merger with ViroLogic, Inc. (“ViroLogic”), ViroLogic filed a registration statement on Form S-4 (File No. 333-116981) with the Securities and Exchange Commission on June 30, 2004. The registration statement includes a joint proxy statement/prospectus of ACLARA BioSciences, Inc. (“ACLARA”) and ViroLogic for a meeting of ACLARA’s stockholders to consider and vote upon the merger agreement and proposed merger and for a meeting of ViroLogic’s stockholders to consider and vote upon the issuance of shares of ViroLogic in the proposed merger and an amendment to ViroLogic’s certificate of incorporation. The registration statement when finalized and declared effective will also serve as a prospectus of ViroLogic with respect to the shares and contingent value rights of ViroLogic to be distributed to stockholders of ACLARA pursuant to the merger.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS, AS MAY BE AMENDED FROM TIME TO TIME, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT VIROLOGIC, ACLARA, THE MERGER AND RELATED MATTERS.
Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by the companies at the SEC’s web site at http://www.sec.gov.
In addition to the joint proxy statement/prospectus, both ACLARA and ViroLogic file annual, quarterly and special reports, proxy statements, registration statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by ACLARA or ViroLogic at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC’s other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. ACLARA’s and ViroLogic’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
ACLARA, ViroLogic and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from stockholders of ACLARA and ViroLogic with respect to the transactions contemplated by the merger agreement. A description of any interests that ACLARA’s or ViroLogic’s directors and executive officers have in the proposed merger will be available in the joint proxy statement/prospectus. Information regarding ACLARA’s officers and directors is included in ACLARA’s 10-K/A filed with the Securities and Exchange Commission on April 29, 2004. Information regarding ViroLogic’s officers and directors is included in ViroLogic’s 10-K/A filed with the Securities and Exchange Commission on April 23, 2004.
On August 4, 2004, ACLARA issued the following press release:
For Immediate Release
Contact: Alfred Merriweather
VP, Finance and CFO
650.210.1200
ACLARA ANNOUNCES SECOND QUARTER FINANCIAL RESULTS
MOUNTAIN VIEW, Calif. – , 2004 – ACLARA BioSciences (Nasdaq: ACLA), today reported financial results for the three and six months ended June 30, 2004.
Second Quarter 2004 Financial Results
Revenue for the three months ended June 30, 2004 was $515,000, compared to revenue for the three months ended June 30, 2003 of $405,000. For the first half of 2004, revenue was $1.1 million compared to $584,000 in the comparable prior year period.
Total operating expenses for the three months ended June 30, 2004 were $5.7 million, compared to $6.0 million in the comparable quarter of 2003. Included in expenses in the second quarter was $1.5 million in legal, financial advisory and accounting expenses related to the proposed merger with ViroLogic, Inc. Excluding these merger-related costs, our expenses in the second quarter were $4.2 million, a decrease of 29% from the second quarter of 2003 and a decrease of approximately $0.3 million, or 9%, from the first quarter of 2004.
Net loss for the three months ended June 30, 2004 was $4.9 million, or a loss of $0.13 per share, compared to a net loss of $5.1 million, or $0.14 per share in the second quarter of 2003. For the first six months of 2004, the net loss was $8.6 million, or a loss of $0.24 per share, compared to a net loss of $11.4 million, or a loss of $0.32 per share, for the first six months of 2003.
Excluding merger-related expenses and reflecting the Company’s improved revenue and continued expense control efforts, net loss for the three months ended June 30, 2004 was $3.4 million, or a loss of $0.09 per share, a decrease of 34% from the second quarter of 2003 and a decrease of approximately $0.3 million, or 9%, from the first quarter of 2004.
Total cash resources, comprising cash, cash equivalents and marketable investments, were $81.9 million at June 30, 2004. The reduction in these balances during the second quarter was $3.4 million. Essentially none of the merger-related expenses were paid in the quarter.
Business Progress
Recent progress in ACLARA’s business includes:
| • | Proposed Merger with ViroLogic, Inc.: On June 1, we announced that we had signed a definitive merger agreement with ViroLogic. This proposed merger will combine ViroLogic’s established infrastructure and experience in commercializing technologies for personalized medicine in the HIV market with ACLARA’s technology applicable to the substantially larger cancer market. The merger is expected to be completed by the fourth quarter of 2004. |
| • | Clinical studies: We completed an agreement with the Tokyo Metropolitan Institute of Medical Science (TMIMS) to collaborate on a study to evaluate breast cancer patient samples to validate a previously completed feasibility experiment in which candidate biomarkers were detected with ACLARA’s proprietary eTag™ technology in a small set of tissue samples from patients treated with Genentech’s drug Herceptin® and chemotherapy. |
| • | ASCO: At the annual meeting of the American Society of Clinical Oncology, we introduced the potential for a personalized medicine approach in cancer based on our eTag technology to leading oncologists and cancer researchers. The enthusiasm generated there has aided in the recruitment of additional scientific advisors and clinical collaborators and we plan to leverage this increased visibility through participation in clinical studies related to targeted cancer therapies. |
| • | Scientific Advisory Board: Two internationally-renowned oncologists specialized in targeted cancer therapies, particularly those targeting the EGF receptor and HER-2 pathway, have recently joined our Scientific Advisory Board – Dr. Jose Baselga, and Dr. Roy Herbst. |
“We are enthusiastic about our proposed merger with ViroLogic. We believe the merged company will have the infrastructure and experience to develop, launch and commercialize eTag assays for cancer diagnostics”, said Thomas G. Klopack, ACLARA Chief Executive Officer. “We are actively engaged with ViroLogic in developing plans for the integration of our companies and for introduction of products. As part of this product planning, we have continued to broaden the visibility of our eTag technology in the oncology community. In June at ASCO, we received an excellent reception from the leading physicians and scientists to whom we introduced the potential of the eTag System to directly measure the protein complexes and pathway activation status in patient samples that are targeted by cancer therapies. We are now working with many of these key opinion leaders and with our current collaborators to access existing sources of tissue samples on which clinical studies can be conducted.”
About ACLARA
ACLARA BioSciences, Inc. is commercializing its proprietary eTag Assay System for drug discovery research and to support preclinical and clinical development of specific targeted therapies. The eTag Assay System is a high performance, high throughput system for the simultaneous measurement of 10’s to 100’s of genes, proteins, and cell-based antigens across thousands of samples. The eTag platform makes it possible for researchers to measure multiple aspects of a complex biological system, enabling the study of gene expression, protein expression, cell signaling and pathway activation, protein-protein interaction, post-translational modifications and cell receptor binding - all in the same sample and with the same platform. The system uses ACLARA’s proprietary eTag reporters to multiplex the analysis of genes and/or proteins. Specific molecular binding events result in the release of electrophoretically distinct eTag reporters, which are then resolved by standard capillary electrophoresis to provide precise, sensitive quantitation of multiple analytes - directly from cell lysates of cultured or primary cells, as well as fresh and fixed tissue samples. More information on ACLARA can be obtained on the Company’s web site at www.aclara.com.
Forward-Looking Statements
All statements in this news release that are not historical, including statements with regard to our proposed merger with Virologic, Inc., are forward-looking statements. Such forward-looking statements are subject to factors that could cause actual results to differ materially for ACLARA from those projected. Those factors include the risks related to our proposed merger with Virologic, Inc., including the risk that the proposed merger may not be completed, and risks and uncertainties relating to the performance of our products, anticipated progress in commercialization of our eTag™ assay system; the potential for use of our eTag assays in clinical development programs; the potential for use of our
eTag assays as diagnostic tests; our ability to successfully conduct clinical studies and the results obtained from those studies; our ability to establish reliable, high-volume operations at commercially reasonable costs; expected reliance on a few customers for the majority of our revenues; actual market acceptance of our products and adoption of our technological approach and products by pharmaceutical and biotechnology companies; our estimate of the size of our markets; our estimates of the levels of demand for our products; our ability to develop organizational capabilities suitable for the further development and commercialization of our eTag assays; the ultimate validity and enforceability of our patent applications and patents; the possible infringement of the intellectual property of others; technological approaches of ACLARA and our competitors; and other risk factors identified in our Form 10-K for the fiscal year ended December 31, 2003, our Form 10-Q for the quarter ended March 31, 2004 and other public filings with the Securities and Exchange Commission.
In connection with ViroLogic’s proposed merger with ACLARA, ViroLogic has filed a registration statement on Form S-4 containing a joint proxy statement/prospectus and other relevant materials. INVESTORS AND SECURITY HOLDERS OF VIROLOGIC AND ACLARA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER MATERIALS CONTAINED IN THE REGISTRATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT VIROLOGIC, ACLARA AND THE PROPOSED MERGER, INCLUDING, WITHOUT LIMITATION, RISKS RELATED TO THE PROPOSED MERGER AND THE COMBINED COMPANY. The registration statement and other documents filed with the SEC by ViroLogic or ACLARA may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by ViroLogic by directing a request to ViroLogic, Inc. 345 Oyster Point Blvd., South San Francisco, CA 94080, Attn: Investor Relations. Investors and security holders may also obtain free copies of the documents filed with the SEC by ACLARA and copies of the joint proxy statement/prospectus and related materials by contacting ACLARA BioSciences, Inc., 1288 Pear Avenue, Mountain View, CA 94043, Attn: Investor Relations.
Trademarks
ACLARA BioSciences is a registered trademark and eTag and the ACLARA logo are trademarks of ACLARA BioSciences, Inc. Herceptin is a registered trademark of Genentech, Inc.
###
~Financial statements to follow~
ACLARA BIOSCIENCES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(Unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Revenues |
$ | 515 | $ | 405 | $ | 1,112 | $ | 584 | ||||||||
| Costs and operating expenses: |
||||||||||||||||
| Research and development |
2,682 | 4,067 | 5,627 | 8,417 | ||||||||||||
| Selling, general and administrative |
1,557 | 1,909 | 3,250 | 4,408 | ||||||||||||
| Merger related expenses |
1,507 | — | 1,557 | — | ||||||||||||
| Total costs and operating expenses |
5,746 | 5,976 | 10,434 | 12,825 | ||||||||||||
| Loss from operations |
(5,231 | ) | (5,571 | ) | (9,322 | ) | (12,241 | ) | ||||||||
| Interest income, net |
352 | 430 | 702 | 870 | ||||||||||||
| Net loss |
$ | (4,879 | ) | $ | (5,141 | ) | $ | (8,620 | ) | $ | (11,371 | ) | ||||
| Net loss per common share, basic and diluted |
$ | (0.13 | ) | $ | (0.14 | ) | $ | (0.24 | ) | $ | (0.32 | ) | ||||
| Weighted average shares used in net loss per common share calculation, basic and diluted |
36,218 | 35,566 | 36,107 | 35,506 | ||||||||||||
| Reconciliation of net loss to net loss excluding merger-related expenses: |
||||||||||||||||
| Net loss |
$ | (4,879 | ) | $ | (5,141 | ) | $ | (8,620 | ) | $ | (11,371 | ) | ||||
| Merger-related expenses |
1,507 | — | 1,557 | — | ||||||||||||
| Net loss excluding merger-related expenses |
$ | (3,372 | ) | $ | (5,141 | ) | $ | (7,063 | ) | $ | (11,371 | ) | ||||
| Net loss per common share, basic and diluted, excluding merger-related expenses |
$ | (0.09 | ) | $ | (0.14 | ) | $ | (0.20 | ) | $ | (0.32 | ) | ||||
Management believes that this pro forma financial data supplements our GAAP financial statements by providing investors with additional information which allows them to have a more clear picture of the company’s core recurring operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. We believe that the pro forma information enhances the investors’ overall understanding of our financial performance and the comparability of the company’s operating results from period to period. Above, we have provided a reconciliation of the pro forma financial information that we are providing with the comparable financial information reported in accordance with GAAP for the given period.
ACLARA BIOSCIENCES, INC.
CONDENSED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)
(unaudited)
| June 30, 2004 |
December 31, 2003 |
|||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash, cash equivalents and marketable investments |
$ | 81,850 | $ | 88,396 | ||||
| Accounts receivable |
145 | 272 | ||||||
| Prepaid expenses and other current assets |
842 | 345 | ||||||
| Inventories |
2,763 | 2,766 | ||||||
| Total current assets |
85,600 | 91,779 | ||||||
| Property and equipment, net |
5,155 | 5,877 | ||||||
| Other assets, net |
1,243 | 1,350 | ||||||
| Total assets |
$ | 91,998 | $ | 99,006 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 1,126 | $ | 519 | ||||
| Accrued payroll and related expenses |
1,062 | 983 | ||||||
| Accrued expenses and other current liabilities |
1,516 | 850 | ||||||
| Deferred revenue |
168 | 550 | ||||||
| Current portion of loans payable |
88 | 161 | ||||||
| Total current liabilities |
3,960 | 3,063 | ||||||
| Loans payable, net of current portion |
347 | 382 | ||||||
| Deferred rent |
484 | 467 | ||||||
| Total liabilities |
4,791 | 3,912 | ||||||
| Stockholders’ equity: |
||||||||
| Common stock, $0.001 par value: |
||||||||
| Authorized 150,000,000 shares; Issued and outstanding: 36,316,857 shares at June 30, 2004 and 35,901,175 shares at December 31, 2003 |
37 | 37 | ||||||
| Treasury stock at cost (900,000 shares at June 30, 2004 and at December 31, 2003) |
(1,350 | ) | (1,350 | ) | ||||
| Additional paid-in capital |
260,531 | 259,379 | ||||||
| Accumulated other comprehensive income |
(365 | ) | 54 | |||||
| Accumulated deficit |
(171,646 | ) | (163,026 | ) | ||||
| Total stockholders’ equity |
87,207 | 95,094 | ||||||
| Total liabilities and stockholders’ equity |
$ | 91,998 | $ | 99,006 | ||||
| This ‘425’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/5/04 | |||
| Filed on: | 8/4/04 | 425, 8-K | ||
| 6/30/04 | 10-Q | |||
| 4/29/04 | 10-K/A, 10-Q, 8-K, S-8 | |||
| 4/23/04 | ||||
| 3/31/04 | 10-Q | |||
| 12/31/03 | 10-K, 10-K/A | |||
| 6/30/03 | 10-Q, 4 | |||
| List all Filings | ||||