0000950172-01-500897.txt : 20011009
0000950172-01-500897.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950172-01-500897
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011002
GROUP MEMBERS: CLOVERLEAF HOLDINGS LIMITED
GROUP MEMBERS: GENELINK HOLDINGS, LTD.
GROUP MEMBERS: RADDISON TRUSTEE LTD.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SEQUENOM INC
CENTRAL INDEX KEY: 0001076481
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 770365889
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60383
FILM NUMBER: 1750709
BUSINESS ADDRESS:
STREET 1: 3595 JOHN HOPKINS CT
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 8582029000
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FITZGERALD MICHAEL
CENTRAL INDEX KEY: 0001160360
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: LE REGINA
STREET 2: 13-15 BOULEVARD DES MOULINS
CITY: MC 98000 MONACO
STATE: O9
ZIP: 00000
BUSINESS PHONE: 01137793256719
MAIL ADDRESS:
STREET 1: LE REGINA
STREET 2: 13-15 BOULEVARD DES MOULINS
CITY: MC 98000 MONACO
STATE: O9
ZIP: 00000
SC 13D
1
s549559.txt
SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
SEQUENOM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class and Securities)
817337 10 8
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(CUSIP Number)
Michael Fitzgerald
c/o Gemini Genomics, plc
189 Wells Ave.
Newton, MA 02459-3216
Copy to:
Martha McGarry, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
(212) 735-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 20, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following [ ]
Note: Six copies of this Statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
CUSIP No. 381197 10 2
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Michael Fitzgerald
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
British
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7. SOLE VOTING POWER
NUMBER OF 107,400(1)
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,979,728(2)
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 107,400(1)
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
3,979,728(2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,087,128
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.0%
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14. TYPE OF REPORTING PERSON
IN
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(1) Mr. Fitzgerald holds options to purchase 107,400 shares exercisable within
60 days after the date of this Statement.
(2) Mr. Fitzgerald, who is a director of Cloverleaf Holdings Limited and
provides investment advisory services to Radisson Trustee Ltd. (the sole
stockholder of Cloverleaf Holdings Limited and Genelink Holdings, Ltd.) and
its subsidiaries pursuant to an investment advisory agreement, may be deemed
to be the beneficial owner of 3,979,728 shares held by Cloverleaf Holdings
Limited and Genelink Holdings, Ltd. The reporting person disclaims beneficial
ownership of such shares.
CUSIP No. 381197 10 2
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Raddison Trustee Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS
00
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cook Islands
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7. SOLE VOTING POWER
NUMBER OF 3,979,728(1)
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY - 0 -
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,979,728(1)
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
- 0 -
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,979,728(1)
-------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.7%
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14. TYPE OF REPORTING PERSON
CO
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(1) Raddison Trustee Ltd., which is the sole stockholder of Cloverleaf
Holdings Limited and Genelink Holdings Ltd., may be deemed to be the
beneficial owner of 3,979,728 shares held by Cloverleaf Holdings Limited and
Genelink Holdings, Ltd. The reporting person disclaims beneficial ownership of
such shares.
CUSIP No. 381197 10 2
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Cloverleaf Holdings Limited
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
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3. SEC USE ONLY
-------------------------------------------------------------------
4. SOURCE OF FUNDS
00
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
NUMBER OF 488,756
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY - 0 -
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 488,756
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
- 0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,756
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 381197 10 2
-------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Genelink Holdings, Ltd.
-------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
-------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
-------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
NUMBER OF 3,490,972
SHARES _____________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY - 0 -
EACH _____________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,490,972
WITH _____________________________________
10. SHARED DISPOSITIVE POWER
- 0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,490,972
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.4%
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14. TYPE OF REPORTING PERSON
CO
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4
Item 1. Security and Issuer.
The title of the class of equity securities to which this
Statement on Schedule 13D (this "Statement") relates is the common stock, par
value $.001 per share (the "Common Stock"), of Sequenom, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company
are located at 3595 John Hopkins Court, San Diego, CA 92121.
Item 2. Identity and Background.
This Statement is being filed by: (i) Michael Fitzgerald,
who is a director of the Company, (ii) Raddison Trustee Ltd., a company
organized under the laws of the Cook Islands with a principal office at CIDB
Building, Avarua, Rarotonga, Cook Islands, (iii) Cloverleaf Holdings Limited,
a company organized under the laws of the British Virgin Islands with a
principal office at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola,
British Virgin Islands, and a wholly owned subsidiary of Raddison Trustee Ltd.
and (iv) Genelink Holdings, Ltd., a company organized under the laws of
British Virgin Islands with a principal office at Craigmuir Chambers, P.O. Box
71, Road Town, Tortola, British Virgin Islands, and a wholly owned subsidiary
of Raddison Trustee Ltd. (each of the individuals or entities listed under
(i)-(iv) above, a "Reporting Person"). Raddison Trustee Ltd. is the trustee
for a trust for the benefit of certain members of Mr. Fitzgerald's immediate
family and others. Cloverleaf Holdings Limited and Genelink Holdings, Ltd. are
investment holding companies. Mr. Fitzgerald is a British citizen.
The name, business address, present principal occupation and
citizenship of each executive officer and director of Raddison Trustee Ltd.,
Cloverleaf Holdings Limited and Genelink Holdings, Ltd. is set forth in
Exhibit A to this Statement and is specifically incorporated herein by
reference.
During the last five years, none of the Reporting Persons
nor, to the best of their knowledge, any of their directors or executive
officers has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor has any of them been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares were received in exchange for an aggregate of
20,435,340 shares of Gemini Genomics, plc, a company organized under the
jurisdictions of England and Wales ("Gemini"), in connection with the
acquisition of Gemini by the Company pursuant to a scheme of arrangement under
section 425 of the Companies Act 1985 of Great Britain, as amended. On
September 20, 2001, the effective date of the transaction, (i) each Gemini
ordinary share outstanding immediately prior to the effective time of the
transaction was converted into 0.2 of a share of Common Stock and (ii) each
Gemini American Depositary Shares outstanding immediately prior to the
effective time of the transaction (each representing two Gemini ordinary
shares) was converted into 0.4 of a share of Common Stock.
Item 4. Purpose of the Transaction.
The information set forth in Item 3 of this Statement is
incorporated herein by reference.
The Reporting Persons acquired in the transaction, and
continue to hold, the shares of Common Stock reported herein for investment
purposes. In this connection, the Reporting Persons expect to evaluate on an
ongoing basis their investment in the Company, and may from time to time
acquire or dispose of additional shares of Common Stock (in each case,
depending upon general investment policies, market conditions and other
factors) or formulate other purposes, plans or proposals regarding the Company
or the Common Stock held by the Reporting Persons to the extent deemed
advisable in light of general investment policies, market conditions and other
factors. Any such acquisitions or dispositions may be made, subject to
applicable law, in open market transactions, privately negotiated transactions
or, in the case of dispositions, pursuant to a registration statement.
Item 5. Interest In Securities Of The Issuer
As of September 20, 2001, based in part upon information
provided by the Company, there were 37,316,558 outstanding shares of Common
Stock. As of September 20, 2000, the Reporting Persons collectively
beneficially own an aggregate of 4,087,128 shares of Common Stock,
representing 11.0% of the Common Stock outstanding. The filing of this
Statement shall not be construed as an admission that any of the Reporting
Persons is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the
beneficial owner of any securities held by any other person. Set forth below
is certain information with respect to the beneficial ownership of the
Reporting Persons.
Michael Fitzgerald
(a) Mr. Fitzgerald holds options to purchase 107,400 shares
exercisable within 60 days after the date of this Statement.
Mr. Fitzgerald, who is a director of Cloverleaf Holdings
Limited and provides investment advisory services to Radisson Trustee Ltd.
(the sole stockholder of Cloverleaf Holdings Limited and Genelink Holdings,
Ltd. and its subsidiaries pursuant to an investment advisory agreement, may be
deemed to be the beneficial owner of 3,979,728 shares held by Cloverleaf
Holdings Limited and Genelink Holdings, Ltd. (which shares, when aggregated
with the 107,400 shares subject to options described above, total 4,087,128
shares, or 11.0% of the Common Stock outstanding as of September 20, 2001).
Mr. Fitzgerald disclaims beneficial ownership of all shares of Common Stock
which may be beneficially owned by Raddison Trustee Ltd., Cloverleaf Holdings
Limited and Genelink Holdings, Ltd.
(b) Mr. Fitzgerald has sole voting power and sole investment power with
respect to all of the shares of Common Stock underlying the options referred
to in paragraph (a) above and may be deemed to have shared investment power
with respect to 3,979,728 shares held by Cloverleaf Holdings Limited and
Genelink Holdings, Ltd.
(c) Except as set forth in Item 3 of this Statement (which information is
incorporated herein by reference), no transactions in the Common Stock (other
than as described in Item 3 of this Statement) were effected by Mr. Fitzgerald
in the past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the shares.
Raddison Trustee Ltd.
(a) Raddison Trustee Ltd. may be deemed to be the beneficial
owner of 488,756 shares held by Cloverleaf Holdings Limited and 3,490,972
shares held by Genelink Holdings, Ltd. (representing, in the aggregate, 10.7%
of the outstanding Common Stock as of September 20, 2001). The Reporting
Person disclaims beneficial ownership of such shares.
(b) Raddison Trustee Ltd. may be deemed to have sole voting power
and sole investment power with respect to all of the shares of Common Stock
referred to in paragraph (a) above.
(c) Except as set forth in Item 3 of this Statement (which information is
incorporated herein by reference), no transactions in the Common Stock (other
than as described in Item 3 of this Statement) were effected by Raddison
Trustee Ltd. in the past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the shares.
Cloverleaf Holdings Limited
(a) Cloverleaf Holdings Limited holds 488,756 shares (representing 1.3% of the
outstanding Common Stock as of September 20, 2001).
(b) Cloverleaf Holdings Limited may be deemed to have sole voting power and
sole investment power with respect to all of the shares of Common Stock
referred to in paragraph (a) above.
(c) Except as set forth in Item 3 of this Statement (which information is
incorporated herein by reference), no transactions in the Common Stock (other
than as described in Item 3 of this Statement) were effected by Cloverleaf
Holdings Limited in the past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the shares.
Genelink Holdings, Ltd.
(a) Genelink Holdings, Ltd. holds 3,490,972 shares (representing
9.4% of the outstanding Common Stock as of September 20, 2001).
(b) Genelink Holdings, Ltd. may be deemed to have sole voting
power and sole investment power with respect to all of the shares of Common
Stock referred to in paragraph (a) above.
(c) Except as set forth in Item 3 of this Statement (which information is
incorporated herein by reference), no transactions in the Common Stock (other
than as described in Item 3 of this Statement) were effected by Genelink
Holdings, Ltd. in the past 60 days.
(d) Except as set forth above in this Item 5, no other person is known to have
the right to receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information contained in Items 3, 4 and 5 of this
Statement are incorporated herein by reference.
In connection with the transaction described under Item 3,
the Reporting Persons entered into a registration rights agreement with
Sequenom (the "registration rights agreement"). Under the registration rights
agreement, the Reporting Persons (and their permitted assigns) will be granted
"piggyback" rights to include some or all of the "registrable securities" held
by them in any registration statement relating to a public offering of
Sequenom securities for Sequenom's own account or for the account of other
stockholders (other than registration statements relating to employee benefit
plans or business combination transactions) solely for cash and on a form that
would also permit the registration of the registrable securities. These
"piggyback" rights are subject to certain limitations in connection with
underwritten offerings.
In addition, under the registration rights agreement, upon
the written request from any holder(s) of registrable securities that Sequenom
effect a registration on Form S-3 (or any successor to Form S-3) under the
Securities Act of 1933 or any similar short-form registration statement,
Sequenom is required to use its best efforts to effect a registration as would
permit the sale and distribution of the amount of such holder's registrable
securities that is specified in such request, together with the specified
amount of registrable securities of any other holder(s) joining in such
request. However, Sequenom is not required to effect any such registration (1)
if Form S-3 is not available for such offering by the holders, (2) if the
reasonably anticipated total price to the public of the registrable securities
(and other Sequenom securities, if any) proposed to be sold pursuant to such
registration is less than two million dollars ($2,000,000) or (3) in any
particular jurisdiction in which Sequenom would be required to qualify to do
business or to execute a general consent to service of process in effecting
such registration.
"Registrable securities" generally refers to Common Stock
issued to the Reporting Persons in the transaction (and any of such shares
subsequently transferred to any permitted assigns), together with any Common
Stock issued as a dividend with respect to or in exchange for such Common
Stock.
Under the registration rights agreement, Sequenom may not,
directly or indirectly, enter into any merger, consolidation or reorganization
in which Sequenom will not be the surviving corporation unless: (1) the
holders of registrable securities are entitled to receive in exchange therefor
(a) cash or (b) securities of the acquiring corporation which may be
immediately sold to the public without registration under the Securities Act
or (2) the proposed surviving corporation, prior to such merger, consolidation
or reorganization, agrees in writing to assume the obligations of Sequenom
under the registration rights agreement.
Sequenom may not, without the prior written consent of the
holders of at least a majority of the registrable securities and the existing
registrable securities (considered as a single class), enter into any
agreement with any holder or prospective holder of any Sequenom securities
that would grant such holder registration rights pari passu or senior to those
granted to the holders under the registration rights agreement. The
registration rights agreement contains reciprocal indemnification obligations.
Except for the agreements and understandings described in
Items 3 and 4 and this Item 6, to the best knowledge of the Reporting Persons,
there are no contracts, arrangements, understandings or relationships (legal
or otherwise) between the persons named in Item 2, and any other person, with
respect to any securities of the Company including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit A Schedule of certain information with respect to Raddison
Trustee Ltd., Cloverleaf Holdings
Limited and Genelink Holdings, Ltd.
Exhibit B Joint Filing Agreement
Exhibit C Power of Attorney
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: October 1, 2001
/s/ Michael Fitzgerald
-----------------------------
Michael Fitzgerald
RADDISON TRUSTEE LTD.
By: /s/ Rita Euziere
-------------------------
Name: Rita Euziere
Title: Attorney-in-fact
CLOVERLEAF HOLDINGS LIMITED
By: /s/ Michael Fitzgerald
-----------------------
Name: Michael Fitzgerald
Title: Director
GENELINK HOLDINGS, LTD.
By: /s/ Rita Euziere
-----------------------
Name: Rita Euziere
Title: Director
Exhibit A
DIRECTORS AND EXECUTIVE OFFICERS
Raddison Trustee Ltd.
Director: Ms. Linda Gygax
Address: FM Trust, Rue du Pommier 12, 2000 Neuchatel, Switzerland, POB 406,
Occupation: Executive General Manager, FM Trust
Citizenship: Swiss
Director: Ms. Denise Zwahlen
Address: FM Trust, Rue du Pommier 12, 2000 Neuchatel, Switzerland, POB 406,
Occupation: Executive Office Manager, FM Trust
Citizenship: Swiss
Cloverleaf Holdings Limited
Director: Michael Fitzgerald
Address: Le Regina, 13-15 Boulevard des Moulins, MC98000 Monaco
Occupation: Financial Consultant
Citizenship: British
Director: Nicholas Karpusheff
Address: Le Regina, 13-15 Boulevard des Moulins, MC98000 Monaco
Occupation: Accountant
Citizenship: British
Director: Rita Euziere
Address: Le Regina, 13-15 Boulevard des Moulins, MC98000 Monaco
Occupation: Executive Legal and Corporate Assistant
Citizenship: Irish
Genelink Holdings, Ltd.
Director: Nicholas Karpusheff
Address: Le Regina, 13-15 Boulevard des Moulins, MC98000 Monaco
Occupation: Accountant
Citizenship: British
Director: Rita Euziere
Address: Le Regina, 13-15 Boulevard des Moulins, MC98000 Monaco
Occupation: Executive Legal and Corporate Assistant
Citizenship: Irish
Exhibit B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree that the
Statement on Schedule 13D with respect to the Common Stock, par value $0.001
per share, of Sequenom, Inc. (including any and all amendments thereto), to
which this Agreement is attached as Exhibit B, is (and, in the case of
amendments, will be) filed on behalf of each of us. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 1st day of October, 2001.
/s/ Michael Fitzgerald
-----------------------------
Michael Fitzgerald
RADDISON TRUSTEE LTD.
By: /s/ Rita Euziere
-----------------------
Name: Rita Euziere
Title: Attorney-in-fact
CLOVERLEAF HOLDINGS LIMITED
By: /s/ Michael Fitzgerald
-------------------------
Name: Michael Fitzgerald
Title: Director
GENELINK HOLDINGS, LTD.
By: /s/ Rita Euziere
-------------------------
Name: Rita Euziere
Title: Director
Exhibit C
POWER OF ATTORNEY
By this Power of Attorney, the undersigned hereby appoints
Rita Euziere, with full power of substitution and resubstitution, to be each
of the undersigned's true and lawful attorney-in-fact for the undersigned and,
on behalf of the undersigned, to execute, and to take all action necessary to
file, on behalf of the undersigned, any Statement on Schedule 13D (together
with amendments thereto) or any related document with governmental entities as
required by the federal securities laws.
CLOVERLEAF HOLDINGS LIMITED
By: /s/ Denise Zwahlen
-----------------------
Name: Denise Zwahlen
Title: Director
Date: October 1, 2001