content: <PAGE>
  
  
                         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: March 14, 2002
                          (Date of earliest event reported)
  
  
                                   DELTAGEN, INC.
               (Exact name of Registrant as specified in its Charter)
  
  <TABLE>
  <CAPTION>
      <S>                                     <C>                         <C>
                 Delaware                          000-31147                         94-3260659
     (State or other jurisdiction of         (Commission File No.)       (IRS Employer Identification No.)
      incorporation or organization)
  
               740 Bay Road
             Redwood City, CA                                                          94063
          ----------------------                                              ----------------------
     (Address of principal executive                                                 (Zip Code)
                 offices)
  
  </TABLE>
  
                                   (650) 569-5100
                            ----------------------------
                (Registrant's telephone number, including area code)
  
                            ----------------------------
           (Former name or former address, if changed since last report.)
  
  
  <PAGE>
  
  Item 5.  Other Events.
  
           On March 14, 2002, Deltagen, Inc. ("Deltagen") announced the
  identification of an inflammatory disease drug target. Further details regarding
  this announcement are contained in Deltagen's news release dated March 14, 2002
  attached as an exhibit hereto and incorporated herein by reference.
  
           On March 14, 2002, Deltagen, Inc. ("Deltagen") acquired XenoPharm,
  Inc., ("XenoPharm"), a privately held company with a drug metabolism and
  xenobiotic technology platform from XenoPharm's shareholders in a tax free
  reorganization.
  
           Under the terms of the definitive merger agreement, Deltagen acquired
  all of the outstanding shares of XenoPharm. In the transaction, Deltagen issued
  approximately 498,000 new shares of common stock and paid certain transaction
  expenses. Up to an additional 1,449,000 newly issued shares of Deltagen's common
  stock may be issued to XenoPharm's shareholders upon the achievement of certain
  key milestones.
  
           XenoPharm has no employees and is not expected to have significant
  operating expenses in 2002.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
                    (a)    Not applicable
  
                    (b)    Not applicable
  
                    (c)    See attached Exhibits Index.
  
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Number   Exhibit
  ------   -------
  99.1     Deltagen, Inc. News Release dated March 14, 2002.
  
  
  
  
  <PAGE>
  
                                     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 thereunto duly authorized.
  
                                DELTAGEN, INC.
  
                                By: /s/ John E. Burke
                                    --------------------------
                                    John E. Burke
                                    Senior Vice President of Intellectual Property
                                    and General Counsel
  
  Date: March 14, 2002
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text: 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: March 14, 2002
                          (Date of earliest event reported)
  
                                   DELTAGEN, INC.
               (Exact name of Registrant as specified in its Charter)
  Delaware                          000-31147                         94-3260659
     (State or other jurisdiction of         (Commission File No.)       (IRS Employer Identification No.)
      incorporation or organization)
  
               740 Bay Road
             Redwood City, CA                                                          94063
          ----------------------                                              ----------------------
     (Address of principal executive                                                 (Zip Code)
                 offices)
  (650) 569-5100
                            ----------------------------
                (Registrant's telephone number, including area code)
  
                            ----------------------------
           (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
  
           On March 14, 2002, Deltagen, Inc. ("Deltagen") announced the
  identification of an inflammatory disease drug target. Further details regarding
  this announcement are contained in Deltagen's news release dated March 14, 2002
  attached as an exhibit hereto and incorporated herein by reference.
  
           On March 14, 2002, Deltagen, Inc. ("Deltagen") acquired XenoPharm,
  Inc., ("XenoPharm"), a privately held company with a drug metabolism and
  xenobiotic technology platform from XenoPharm's shareholders in a tax free
  reorganization.
  
           Under the terms of the definitive merger agreement, Deltagen acquired
  all of the outstanding shares of XenoPharm. In the transaction, Deltagen issued
  approximately 498,000 new shares of common stock and paid certain transaction
  expenses. Up to an additional 1,449,000 newly issued shares of Deltagen's common
  stock may be issued to XenoPharm's shareholders upon the achievement of certain
  key milestones.
  
           XenoPharm has no employees and is not expected to have significant
  operating expenses in 2002.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
                    (a)    Not applicable
  
                    (b)    Not applicable
  
                    (c)    See attached Exhibits Index.
  EXHIBIT INDEX
  
  Number   Exhibit
  ------   -------
  99.1     Deltagen, Inc. News Release dated March 14, 2002.
  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 thereunto duly authorized.
  
                                DELTAGEN, INC.
  
                                By: /s/ John E. Burke
                                    --------------------------
                                    John E. Burke
                                    Senior Vice President of Intellectual Property
                                    and General Counsel
  
  Date: March 14, 2002