-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OGNjCTEl55dhZCSnHNvxDiqC2ptReR9myOdupeFKteR2DjL0L63D1WBPwHV9hVvd NtPtqWC2I0hUV+8oo/4yJA== 0001179110-08-021551.txt : 20081229 0001179110-08-021551.hdr.sgml : 20081225 20081229143230 ACCESSION NUMBER: 0001179110-08-021551 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081223 FILED AS OF DATE: 20081229 DATE AS OF CHANGE: 20081229 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HELICOS BIOSCIENCES CORP CENTRAL INDEX KEY: 0001274563 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 050587367 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BUILDING 700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-649-0540 MAIL ADDRESS: STREET 1: ONE KENDALL SQUARE STREET 2: BUILDING 700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGTC Partners, L.P. CENTRAL INDEX KEY: 0001419730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33484 FILM NUMBER: 081272286 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: (617) 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AGTC ADVISORS FUND LP CENTRAL INDEX KEY: 0001131095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33484 FILM NUMBER: 081272287 BUSINESS ADDRESS: STREET 1: 150 CAMBRIDGEPARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6174972233 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Management, Inc. CENTRAL INDEX KEY: 0001400240 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33484 FILM NUMBER: 081272288 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures Fund 2004 L P CENTRAL INDEX KEY: 0001299790 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33484 FILM NUMBER: 081272290 BUSINESS ADDRESS: STREET 1: 150 CAMBRIDGEPARK DR CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-868-1888 MAIL ADDRESS: STREET 1: 150 CAMBRIDGEPARK DR CITY: CAMBRIDGE STATE: MA ZIP: 02140 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Applied Genomic Technology Capital Fund LP CENTRAL INDEX KEY: 0001399779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33484 FILM NUMBER: 081272291 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flagship Ventures General Partner LLC CENTRAL INDEX KEY: 0001400249 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33484 FILM NUMBER: 081272289 BUSINESS ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617 868-1888 MAIL ADDRESS: STREET 1: C/O FLAGSHIP VENTURES STREET 2: ONE MEMORIAL DRIVE, 7TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 edgar.xml FORM 4 - X0303 4 2008-12-23 0 0001274563 HELICOS BIOSCIENCES CORP HLCS 0001131095 AGTC ADVISORS FUND LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 0001419730 AGTC Partners, L.P. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 0001399779 Applied Genomic Technology Capital Fund LP C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 0001299790 Flagship Ventures Fund 2004 L P C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 0001400249 Flagship Ventures General Partner LLC C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE 02142 1 0 1 0 0001400240 Flagship Ventures Management, Inc. C/O FLAGSHIP VENTURES ONE MEMORIAL DRIVE, 7TH FLOOR CAMBRIDGE MA 02142 1 0 1 0 Common Stock 2008-12-23 4 P 0 8620690 A 11949709 I See Footnote Common Stock Warrants (Right to Buy) .45 2008-12-23 4 P 0 5172418 A 2009-06-23 2013-12-23 Common Stock 5172418 5172418 I See Footnote The reported securities are included within units purchased by the reporting persons for $0.435 per unit. Each unit consists of (i) one share of common stock and (ii) one warrant to purchase 0.6 shares of common stock (representing the closing bid price plus an additional amount for the warrants). Units were not issued or certificated. The shares of common stock and warrants are immediately separable and were issued separately. Consists of 406,080 shares held by AGTC Advisors Fund, L.P. ("AGTC"), 6,767,668 shares held by Applied Genomic Technology Capital Fund, L.P. ("AGTC Fund" and together with AGTC, the "AGTC Funds"), 2,935,357 shares held by Flagship Ventures Fund 2004, L.P. ("Flagship"), 39,848 shares held by NewcoGen Elan LLC ("NewcoGen Elan"), 754,012 shares held by NewcoGen Equity Investors LLC ("NewcoGen Equity"), 833,691 shares held by NewcoGen Group, LLC ("NewcoGen Group"), 152,495 shares held by NewcoGen PE LLC ("NewcoGen PE"), 30,302 shares held by NewcoGen Long Reign Holding LLC ("NewcoGen Long Reign") and 30,256 shares of ST NewcoGen LLC ("ST NewcoGen" together with NewcoGen Elan, NewcoGen Equity, NewcoGen Group, NewcoGen PE and NewcoGen Long Reign, the "NewcoGen Funds"). NewcoGen Group, Inc. ("NewcoGen Inc.") is the manager of each of the NewcoGen Funds and the general partner of AGTC Partners, L.P. which is the general partner of each of AGTC Funds. NewcoGen Inc. is a wholly owned subsidiary Flagship Ventures Management, Inc. ("Flagship Inc.") Flagship Ventures General Partner LLC ("Flagship LLC") is the general partner of Flagship Ventures Fund 2004, L.P. Noubar B. Afeyan PhD and Edwin M. Kania, Jr. are the directors of Flagship Inc. and managers of Flagship LLC and may be deemed to share voting and investment power with respect to all shares held by the NewcoGen Funds, Flagship and the AGTC Funds. Each of Dr. Afeyan and Mr. Kania disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein. Under NASDAQ Marketplace Rule 4350(i)(1)(B), stockholder approval is required for issuances of securities that will result in a change of control of the issuer. In order to comply with Rule 4350(i)(1)(B), until the offering in which the warrants were purchased has been approved by the stockholders, the warrants prohibit holders from exercising such warrant for any number of shares which would cause that holder to hold more than 19.9% of the issuer's common stock following the exercise. Consists of warrants to purchase 176,513 shares held by AGTC, warrants to purchase 2,941,727 shares held by AGTC Fund, warrants to purchase 1,272,908 shares held by Flagship, warrants to purchase 330,331 shares held by NewcoGen Equity, warrants to purchase 358,445 shares held by NewcoGen Group, warrants to purchase 66,066 shares held by NewcoGen PE, warrants to purchase 13,214 shares held by NewcoGen Long Reign and 13,214 shares of ST NewcoGen. /s/ Mark C. Solakian, attorney-in-fact 2008-12-29 /s/ Mark C. Solakian, attorney-in-fact 2008-12-29 /s/ Mark C. Solakian, attorney-in-fact 2008-12-29 /s/ Mark C. Solakian, attorney-in-fact 2008-12-29 /s/ Mark C. Solakian, attorney-in-fact 2008-12-29 /s/ Mark C. Solakian, attorney-in-fact 2008-12-29 -----END PRIVACY-ENHANCED MESSAGE-----