8-K 1 w58646be8-k.txt MEDICHEM LIFE SCIENCES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): MARCH 18, 2002 MEDICHEM LIFE SCIENCES, INC. (Exact Name of Registrant as Specified in its Charter)

2501 DAVEY ROAD WOODRIDGE, ILLINOIS 60517 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (630) 783-4600 Item 1. Change in Control of Registrant On March 18, 2002, deCODE genetics, Inc. ("deCODE") consummated its previously announced merger with MediChem Life Sciences, Inc. ("MediChem") pursuant to the Agreement and Plan of Merger, dated as of January 7, 2002, by and among deCODE, Saga Acquisition Corp., a wholly-owned subsidiary of deCODE ("Merger Sub"), and MediChem (the "Merger Agreement"). The merger resulted in a change in control of MediChem. Pursuant to the Merger Agreement, Merger Sub was merged with and into MediChem with MediChem becoming a wholly-owned subsidiary of deCODE. As a result of the merger, each issued and outstanding share of common stock, par value $0.01 per share, of MediChem ("MediChem Common Stock") ceased to be outstanding and was automatically converted into the right to receive 0.3099 (the "Exchange Ratio") validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of deCODE ("deCODE Common Stock"); provided that no fractional shares of deCODE Common Stock will be issued and holders of MediChem Common Stock otherwise entitled to fractional shares shall receive cash in an amount equal to the holder's pro-rata share of the cash proceeds of the sale of such shares. In addition, each option to purchase MediChem Common Stock outstanding immediately before the completion of the merger was automatically converted into a fully vested option to purchase shares of deCODE Common Stock on the same terms and conditions, provided that the number of shares of deCODE Common Stock for which an option was exercisable and the exercise price were adjusted to reflect the Exchange Ratio. A copy of the joint press release of deCODE and MediChem, dated March 18, 2002, announcing the completion of the merger, is attached hereto as Exhibit 99.1 and by this reference is made a part hereof. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Exhibits

SIGNATURE 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. Dated as of March 18, 2002 By: /s/ Michael T. Flavin, Ph.D. ---------------------------- Michael T. Flavin, Ph.D. Chief Executive Officer EXHIBIT INDEX

MEDICHEM LIFE SCIENCES INC 8-K