Affymetrix 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 19, 2012
(Exact Name of Registrant as Specified in its Charter)
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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:
On June 19, 2012, Affymetrix, Inc. (Affymetrix) entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC as representatives of the several underwriters named in the agreement to sell $105,000,000 aggregate principal amount of 4.00% Convertible Senior Notes due 2019 (the Notes). The Notes are expected to be issued and sold in a public offering pursuant to the Companys effective shelf registration statement on Form S-3 (File No. 333-181781) filed with the Securities and Exchange Commission (the SEC) and the prospectus included therein, as supplemented by the preliminary prospectus supplement dated June 18, 2012, a free writing prospectus dated June 19, 2012 and the final prospectus supplement dated June 19, 2012. Affymetrix has granted the underwriters an option to purchase up to $10.0 million aggregate principal amount of additional Notes on the same terms and conditions, solely to cover over-allotments, if any.
Affymetrix expects the net proceeds from the offering of the Notes to be approximately $100.3 million (assuming no exercise of the underwriters over-allotment option), after deducting underwriting discounts and estimated offering expenses. Affymetrix intends to use the net proceeds from the offering to fund a portion of the purchase price for its pending acquisition of eBioscience Holding Company, Inc. In the event that the acquisition of eBioscience is not consummated and Affymetrix does not elect to redeem the Notes, Affymetrix management will retain broad discretion over use of the net proceeds.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.