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): APRIL 28, 2003
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EXACT SCIENCES CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-32179 02-0478229
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(Commission File Number) (IRS Employer Identification No.)
63 Great Road, Maynard, Massachusetts 01754
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978) 897-2800
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ITEM 5. OTHER EVENTS.
On April 28, 2003, EXACT Sciences Corporation issued a press release, a
copy of which is being filed as Exhibit 99.1 to this Current Report on Form 8-K,
such press release being incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release dated April 28, 2003.
ITEM 9. REGULATION FD DISCLOSURE
In accordance with SEC Release No. 33-8126, the following information,
which is intended to be furnished under Item 12, "Results of Operations and
Financial Condition," is instead being furnished under Item 9, "Regulation FD
Disclosure." This information shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended (the "Act"), or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
On April 28, EXACT Sciences Corporation announced its financial results
for the three months ended March 31, 2003. A copy of the press release is
attached hereto as Exhibit 99.1.
USE OF NON-GAAP FINANCIAL INFORMATION
To supplement our consolidated financial statements presented in
accordance with GAAP, EXACT Sciences Corporation uses non-GAAP measures of net
income (loss), which are adjusted from results based on GAAP to exclude certain
non-cash stock-based compensation charges. These non-GAAP adjustments are
provided to enhance the users' overall understanding of our current financial
performance and our prospects for the future. Specifically, since we have
historically reported non-GAAP results to the investment community, we believe
the inclusion of non-GAAP numbers provides consistency in our financial
reporting. Further, these non-GAAP results are one of the primary indicators
management uses for planning and forecasting in future periods. The presentation
of this additional information should not be considered in isolation or as a
substitute for results prepared in accordance with accounting principles
generally accepted in the United States.
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.
EXACT Sciences Corporation
April 28, 2003 By: /s/ JOHN A. MCCARTHY, JR.
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John A. McCarthy, Jr.
Executive Vice President, Chief
Operating Officer, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release dated April 28, 2003.