-----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, RMIwDCteHhBXt29fVXeNxZM5XNShb4y40AaKC2N7lA2oqxtwhcy329EbHNW5BaFH 4/RvQn7oFdZSjy05LYaOaw== 0000950005-96-000758.txt : 19960923 0000950005-96-000758.hdr.sgml : 19960923 ACCESSION NUMBER: 0000950005-96-000758 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961007 FILED AS OF DATE: 19960920 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYNX THERAPEUTICS INC CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 96632766 BUSINESS ADDRESS: STREET 1: 3832 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 PRE 14A 1 PRELIM SCHED 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12 Lynx Therapeutics, Inc., - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box) [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule [ ] 14a-6(i)(3). Fee computed on table below per Exchange Act Rules [ ] 14a-6(i)(4) and 0-11. 1. Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2. Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:(1) - -------------------------------------------------------------------------------- 4. Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5. Total fee paid: - -------------------------------------------------------------------------------- (1) Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Fee paid previously with preliminary materials [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1. Amount Previously Paid: ------------------------------------------------- 2. Form, Schedule or Registration Statement No.: ---------------------------- 3. Filing Party: ------------------------------------------------------------ 4. Date Filed: ------------------------------------------------------------- LYNX THERAPEUTICS, INC. 3832 Bay Center Place Hayward, California 94545 PROXY STATEMENT [ ], 1996 INFORMATION CONCERNING SOLICITATION AND VOTING General The enclosed consent is solicited on behalf of the Board of Directors of Lynx Therapeutics, Inc., a Delaware corporation (the "Company"), for the purpose set forth herein. The Company intends to mail or deliver this Proxy Statement and accompanying action by written consent on or about October 7, 1996, to certain stockholders entitled to vote for the proposal set forth below. The Company will not take any corporate action contemplated herein prior to October 28, 1996. Solicitation The Company will bear the entire cost of solicitation of consents, including preparation, assembly, printing and mailing of this Proxy Statement, the consents and any additional information furnished to stockholders. Copies of solicitation materials may be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of Common Stock beneficially owned by others to forward to such beneficial owners. The Company may reimburse persons representing beneficial owners of Common Stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of consents by mail may be supplemented by telephone, telegram or personal solicitation by directors, officers or other regular employees of the Company. No additional compensation will be paid to directors, officers or other regular employees for such services. Voting Rights and Outstanding Shares Only certain holders of record of Common Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock at the close of business on October 7, 1996 will receive this Proxy Statement and the written consent. At the close of business on October 7, 1996, the Company had outstanding and entitled to vote 2,345,466 shares of Common Stock, 332,288 shares of Series B Preferred Stock, 123,299 shares of Series C Preferred Stock and 40,000 shares of Series D Preferred Stock. Each share of Common Stock is entitled to one vote, and each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is entitled to one vote for each share of Common Stock into which such share of Preferred Stock is convertible. Each share of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible into 10 shares of Common Stock. Certain holders of outstanding Common Stock and Preferred Stock are being asked to take action by written consent to adopt the proposal described in this Proxy Statement, and such action will be approved if holders of Common Stock and Preferred Stock constituting a majority of the votes collectively attributable to the outstanding Common Stock and Preferred Stock (calculated on an as-if-converted to Common Stock basis) shall sign the written consent and deliver it to the Company within the time frame specified above. To be effective, executed consents must be returned to the Company not more than 60 days after the date of the executed consent bearing the earliest date. All votes will be tabulated by the designated Inspector of Election. Abstentions and broker non-votes will have the same effect as negative votes. Revocability of Consents Any person giving a consent pursuant to this solicitation has the power to revoke it at any time before the requisite consents to adopt the proposal shall have been received by the Company. A consent may be revoked by filing with the Secretary of the Company at the Company's principal executive office, 3832 Bay Center Place, Hayward, California 94545, a written notice of revocation. Stockholder Proposals Proposals of stockholders that are intended to be presented at the Company's next Annual Meeting of Stockholders must be received by the Company not later than December 10, 1996, in order to be included in the proxy statement and proxy relating to that Annual Meeting. Stockholders are also advised to review the Company's By-laws, which contain additional requirements with respect to advance notice of stockholder proposals and director nominations. Proposal: Approval of Certificate of Amendment The Board of Directors has adopted, subject to stockholder approval, an amendment to the Company's Amended and Restated Certificate of Incorporation solely to decrease the authorized number of shares of the Company's Common Stock from 120,000,000 shares to 20,000,000 shares and the authorized number of shares of the Company's Preferred Stock from 25,000,000 shares to 2,000,000 shares. Purpose of Decrease. The decrease in the number of authorized shares of Common Stock and Preferred Stock is intended to decrease the Company's Delaware franchise tax liability, which is based in part on the number of authorized shares. The decrease in the number of authorized shares shall have no effect on the rights of existing securityholders. The consent of holders of Common Stock and Preferred Stock constituting a majority of the votes collectively attributable to the outstanding shares of Common Stock and Preferred Stock (calculated on an as-if-converted to Common Stock basis) will be required to approve this amendment of the Company's Amended and Restated Certificate of Incorporation. MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF THE ABOVE PROPOSAL. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding beneficial ownership of each class of the Company's voting stock as of October 7, 1996 by (i) each stockholder who is known by the Company to own beneficially more than 5% of the Common Stock; Series B Preferred Stock; Series C Preferred Stock and Series D Preferred Stock; (ii) each Named Executive Officer of the Company; (iii) each director of the Company; and (iv) all directors and executive officers of the Company as a group. All Series D Preferred Stock is held by Hoechst Marion Roussel as reflected in the common stock table and as noted in footnote (6).
Series B Series C Common Stock(1) Preferred Stock(1) Preferred Stock(1) Name and Address --------------- ------------------ ----------------- of Beneficial Owners Number Percent(2) Number Percent(2) Number Percent(2) - -------------------- ------ ---------- ------ ---------- ------ ---------- Entities affiliated with the Sprout Group(3) 729,980 23.7% 49,999 15.0% 22,999 18.7% 3000 Sand Hill Road Building 4, Suite 270 Menlo Park, CA 94025 Entities affiliated with the U.S. Venture Partners IV, L.P.(4) 730,000 23.7% 50,000 15.0% 23,000 18.7% 2180 Sand Hill Road Suite 300 Menlo Park, CA 94025 Cannon Street Fund Ltd. 565,000 19.4% 40,000 12.0% 16,500 13.4% c/o Meridian Venture Group R.R. Box 272 Charlottesville, VA 22314
2.
Series B Series C Common Stock(1) Preferred Stock(1) Preferred Stock(1) Name and Address --------------- ------------------ ----------------- of Beneficial Owners Number Percent(2) Number Percent(2) Number Percent(2) - -------------------- ------ ---------- ------ ---------- ------ ---------- Biotechnology Investments Ltd. 545,000 18.8% 40,000 12.0% 14,500 11.8% c/o Old Court Limited P.O. Box 58 St. Julian's Court St. Peter Port Guernsey, Channel Islands Singapore Bio-Innovations Pte, Ltd. 420,000 15.2% 42,000 12.6% 0 ** 250 North Bridge Road 24-00 Raffles City Tower Singapore 0617 Hoechst Marion Roussel(6) 400,000 14.6% 0 ** 0 ** 9300 Ward Parkway Kansas City, MO 64114 Asset Management Associates 360,000 13.3% 36,000 10.8% 0 ** 1989 L.P.(7) 2275 East Bayshore Rd., #150 Palo Alto, CA 94303 Applied Biosystems a Division of 357,410 13.2% 0 ** 0 ** Perkin Elmer Corporation(5) 850 Lincoln Centre Drive Foster City, CA 94404 Chiron Corporation 300,000 12.8% 0 ** 0 ** 4360 Horton Street Emeryville, CA 94608 Entities affiliated with the Partech International(8) 300,000 11.3% 15,000 4.5% 15,000 12.2% 101 California Ave., Suite 3150 San Francisco, CA 94111 New York Life Insurance Company(9) 270,000 10.3% 20,000 6.0% 7,000 5.7% 51 Madison Avenue, Rm 203 New York, NY 10010 Becton Dickinson & Company 233,689 9.1% 0 ** 0 ** One Becton Drive Franklin Lakes, NJ 07417 European Medical Ventures 140,000 5.6% 0 ** 14,000 11.4% c/o FINOVELEC 6, rue Ancelle 92521 Neuilly, Cedex, France Sam Eletr(9) 142,590 5.6% 0 ** 0 ** William K. Bowes, Jr.(10) 747,720 24.4% 50,000 15.0% 23,000 18.7% Sydney Brenner(11) 10,374 ** 0 ** 0 **
3.
Series B Series C Common Stock(1) Preferred Stock(1) Preferred Stock(1) Name and Address --------------- ------------------ ----------------- of Beneficial Owners Number Percent(2) Number Percent(2) Number Percent(2) - -------------------- ------ ---------- ------ ---------- ------ ---------- Timothy G. Geiser(12) 89,573 3.6% 0 ** 0 ** James C. Kitch(13) 13,606 ** 700 ** 300 ** Kathleen D. La Porte(14) 729,980 23.8% 49,999 15.0% 22,999 18.7% David W. Martin, Jr. 250,000 10.7% 0 ** 0 ** Craig C. Taylor(15) 371,498 13.7% 36,000 10.8% 0 ** Gerald Zon(16) 89,888 3.6% 0 ** 0 ** All directors and officers 2,508,979 57.2% 136,699 41.1% 46,299 37.6% as a group (11 persons) **Less than one percent. (1) Except as otherwise noted, and subject to community property laws where applicable, each person or entity named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by him, her or it. Beneficial ownership of Common Stock reflects beneficial ownership of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as set forth in the table or, with respect to Hoechst Marion Roussel, as set forth in footnote (6). (2) Percentage of beneficial ownership is based on 2,345,466 shares of the Company's Common Stock, 332,288 shares of the Company's Series B Preferred Stock, 123,299 shares of the Company's Series C Preferred Stock and 40,000 shares of the Company's Series D Preferred Stock outstanding as of October 7, 1996, except as otherwise noted in the footnotes. The Series B, Series C and Series D Preferred Stock is convertible into Common Stock on a ten-for-one basis. (3) Includes 49,999 shares of Series B Preferred Stock and 22,999 shares of Series C Preferred Stock held by entities affiliated with Sprout Group. Ms. La Porte, a director of the Company, is a general partner of the Sprout Group, an entity affiliated with Sprout Capital VI, Sprout Capital VII and DLJ Capital. Ms. La Porte shares the power to vote and control the disposition of shares held by Sprout Capital VI, Sprout Capital VII and DLJ Capital and therefore may be deemed to be the beneficial owner of such shares. Ms. La Porte disclaims beneficial ownership of such shares, except to the extent of her prorata interest therein. (4) Includes 50,000 shares of Series B Preferred Stock and 23,300 shares of Series C Preferred Stock held by entities affiliated with U.S. Venture Partners IV, L.P. ("U.S.V.P. IV") Mr. Bowes, a director of the Company, is a general partner of Presidio Management Group IV, the general partner of U.S.V.P. IV. Mr. Bowes shares the power to vote and control the disposition of shares held by U.S.V.P. IV and therefore may be deemed to be the beneficial owner of such shares. Mr. Bowes disclaims beneficial ownership of such shares, except to the extent of his prorata interest therein. (5) Includes 152,400 shares of Common Stock issuable upon exercise of Lynx option held by Applied Biosystems that is exercisable within 60 days of October 7, 1996. (6) Consists solely of 40,000 shares of Series D Preferred Stock, which constitutes 100% of the shares of Series D Preferred Stock outstanding. (7) Includes 36,000 shares of Series B Preferred Stock held by Asset Management Associates 1989 L.P. ("Asset 1989 L.P."). Mr. Taylor, a director of the Company, is a general partner of AMC Partners 89, which is the 4. general partner of Asset 1989 L.P. Mr. Taylor shares the power to vote and control the disposition of shares held by Asset 1989 L.P. and therefore may be deemed to be the beneficial owner of such shares. Mr. Taylor disclaims beneficial ownership of such shares, except to the extent of his prorata interest therein. (8) Includes 15,000 shares of Series B Preferred Stock and 15,000 shares Series C Preferred Stock held by entities affiliated with Partech International. (9) Includes 76,331 shares of Common Stock issuable upon exercise of Lynx stock options held by Dr. Eletr that are exercisable within 60 days of October 7, 1996. (10) See Note 4 above. Common Stock amount also includes 607 shares of Common Stock issuable upon exercise of Perkin Elmer Options held by Mr. Bowes that are exercisable immediately. (11) Includes 10,374 shares of Common Stock issuable upon exercise of Lynx stock options held by Sydney Brenner that are exercisable within 60 days of October 7, 1996. (12) Includes 52,750 shares of Common Stock issuable upon exercise of Lynx stock options held by Dr. Geiser that are exercisable within 60 days of October 7, 1996. Also includes 4 shares of Common Stock held of record by Dr. Geiser's wife, to which shares Dr. Geiser disclaims beneficial ownership. (13) Includes 700 shares of Series B Preferred Stock and 300 shares of Series C Preferred Stock held by GC&H Investments, an investment partnership of which Mr. Kitch is a general partner. Common Stock amount also includes 2,999 shares of Common Stock exercisable within 60 days of October 7, 1996. Mr. Kitch shares the power to vote and control the disposition of such shares and therefore may be deemed to be the beneficial owner of such shares. Mr. Kitch disclaims beneficial ownership of such shares, except to the extent of his prorata interest therein. Common Stock amount also includes 607 shares of Common Stock issuable upon exercise of Perkin Elmer Options held by Mr. Kitch that are exercisable immediately. (14) See Note 3 above. (15) See Note 7 above. Common Stock amount also includes 607 shares of Common Stock issuable upon exercise of Perkin Elmer Options held by Mr. Taylor that are exercisable immediately. (16) Includes 60,000 shares of Common Stock issuable upon exercise of Lynx stock options held by Dr. Zon that are exercisable within 60 days of October 7, 1996. Also includes 105 shares of Common Stock held of record by Dr. Zon's wife and 48 shares of Common Stock issuable upon exercise of Perkin Elmer Options held by Dr. Zon's wife that are exercisable within 60 days of October 7, 1996 as to which shares Dr. Zon disclaims beneficial ownership. (17) Common Stock amount includes 204,525 shares of Common Stock issuable upon exercise of the Company's stock options and Perkin Elmer Options held by all directors and officers that are exercisable within 60 days of October 7, 1996. See Notes 9 through 16 above.
By Order of the Board of Directors James C. Kitch, Secretary [ ], 1996 5. ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS OF LYNX THERAPEUTICS, INC. SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, being the holder of the number of shares of capital stock of LYNX THERAPEUTICS, INC., a Delaware corporation (the "Company"), set forth below, hereby adopts, pursuant to Section 228 of the Delaware General Corporation Law, the following resolutions by written consent: WHEREAS, the Board of Directors believes it is in the best interests of the Company to amend the Company's Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of Common Stock to twenty million (20,000,000) shares and decrease the number of authorized shares of Preferred Stock to two million (2,000,000) shares, as set forth in the Certificate of Amendment (the "Amendment") attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED, that the Amendment in substantially the form attached hereto be, and it hereby is, adopted and approved. IN WITNESS WHEREOF, the undersigned stockholder has executed this Action by Written Consent as of this ____ day of ________, 1996. STOCKHOLDER: ______________________________________________ (Signature) ______________________________________________ (Print Name) Number of Shares of Common Stock: _______________ Number of Shares of Series B Preferred Stock: _______________ Number of Shares of Series C Preferred Stock: _______________ Number of Shares of Series D Preferred Stock: _______________ 1. -----END PRIVACY-ENHANCED MESSAGE-----