-----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, QLGgv4NU0oz3UJc++lKrziS7q1xEHnbKU5rNNPgDTyVXNFSKTBaHRzX4sae5fKRV KxjYbfxpfSpF3E+Xocr8Pg== 0001209191-05-022475.txt : 20050427 0001209191-05-022475.hdr.sgml : 20050427 20050427194342 ACCESSION NUMBER: 0001209191-05-022475 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050421 FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRODER VENTURES MANAGERS INC CENTRAL INDEX KEY: 0001002632 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777867 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVE 29TH FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II LP1 CENTRAL INDEX KEY: 0001076081 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777866 BUSINESS ADDRESS: STREET 1: SCHRODER VENTURE MANAGERS INC STREET 2: 787 SEVENTH AVE 34 FL CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Solexa, Inc. CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 25861 INDUSTRIAL BLVD CITY: HAYWARD STATE: CA ZIP: 94545 FORMER COMPANY: FORMER CONFORMED NAME: LYNX THERAPEUTICS INC DATE OF NAME CHANGE: 19931008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHRODER VENTURE MANAGERS LTD CENTRAL INDEX KEY: 0001161844 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777873 BUSINESS ADDRESS: STREET 1: 22 CHURCH STREET CITY: HAMILTON BERUMUDA STATE: D0 ZIP: HM11 BUSINESS PHONE: 4412987107 MAIL ADDRESS: STREET 1: 27 CHURCH STREET CITY: HAMILTON BERUMUDA STATE: D0 ZIP: HM11 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme CENTRAL INDEX KEY: 0001320569 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777872 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. CENTRAL INDEX KEY: 0001320570 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777871 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroder Ventures International Life Sciences Fund II L.P.3 CENTRAL INDEX KEY: 0001320571 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777870 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schroder Ventures International Life Sciences Fund II L.P.2 CENTRAL INDEX KEY: 0001320572 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777869 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SV (Nominees) LTD as Nominee of Schroder Ventures Investments LTD CENTRAL INDEX KEY: 0001320585 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 05777868 BUSINESS ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617 570 1875 MAIL ADDRESS: STREET 1: C/O GOODWIN PROCTER STREET 2: 53 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 4/A 1 b54859sv.xml MAIN DOCUMENT DESCRIPTION X0202 4/A 2005-04-21 2005-04-25 0000913275 Solexa, Inc. SLXA 0001161844 SCHRODER VENTURE MANAGERS LTD 22 CHURCH STREET HAMILTON HM 11 BERMUDA D0 0 BERMUDA 0 0 1 0 0001320569 SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme C/O GOODWIN PROCTER 53 STATE STREET BOSTON MA 02109 0 0 1 0 0001320570 Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. C/O GOODWIN PROCTER 53 STATE STREET BOSTON MA 02109 0 0 1 0 0001320571 Schroder Ventures International Life Sciences Fund II L.P.3 C/O GOODWIN PROCTER 53 STATE STREET BOSTON MA 02109 0 0 1 0 0001320572 Schroder Ventures International Life Sciences Fund II L.P.2 C/O GOODWIN PROCTER 53 STATE STREET BOSTON MA 02109 0 0 1 0 0001320585 SV (Nominees) LTD as Nominee of Schroder Ventures Investments LTD C/O GOODWIN PROCTER 53 STATE STREET BOSTON MA 02109 0 0 1 0 0001002632 SCHRODER VENTURES MANAGERS INC 787 SEVENTH AVENUE 29TH FLOOR NEW YORK NY 10019 0 0 1 0 0001076081 SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II LP1 787 SEVENTH AVENUE 34TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2005-04-21 4 P 0 330730 A 2119495 I See Footnote Common Stock 2005-04-21 4 P 0 140857 A 902683 I See Footnote Common Stock 2005-04-21 4 P 0 37538 A 240560 I See Footnote Common Stock 2005-04-21 4 P 0 9511 A 60952 I See Footnote Common Stock 2005-04-21 4 P 0 40736 A 261056 I See Footnote Common Stock 2005-04-21 4 P 0 5102 A 32698 I See Footnote Warrant (right to buy) 5.00 2005-04-21 4 P 0 165365 A Common Stock 165365 165365 I See Footnote Warrant (right to buy) 5.00 2005-04-21 4 P 0 70428 A Common Stock 70428 70428 I See Footnote Warrant (right to buy) 5.00 2005-04-21 4 P 0 18769 A Common Stock 18769 18769 I See Footnote Warrant (right to buy) 5.00 2005-04-21 4 P 0 4756 A Common Stock 4756 4756 I See Footnote Warrant (right to buy) 5.00 2005-04-21 4 P 0 20368 A Common Stock 20368 20368 I See Footnote Warrant (right to buy) 5.00 2005-04-21 4 P 0 2551 A Common Stock 2551 2551 I See Footnote On April 21, 2005, Schroder Ventures International Life Sciences Fund II L.P.1 ("ILSF LP1"), Schroder Ventures International Life Sciences Fund II L.P.2 ("ILSF LP2"), Schroder Ventures International Life Sciences Fund II L.P.3 ("ILSF LP3"), SITCO Nominees Ltd. -- VC 01903 as Nominee for Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme ("Co-Invest"), SV (Nominees) Limited as Nominee for Schroder Ventures Investments Limited ("SVIL") and Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. ("Strategic Partners") (each a "Fund", or collectively the "Funds") entered into a Securities Purchase Agreement (the "Agreement") with Solexa, Inc. (the "Company") pursuant to which the Funds will acquire shares of Company common stock and warrants for the purchase of Company common stock, subject to the approval of the transaction by the Compa ny's shareholders and the satisfaction of certain other conditions outlined in the Agreement. These shares will be owned directly by ILSF LP1. Schroder Venture Managers Inc. ("SVMI"), the general partner of ILSF LP1, and Schroder Venture Managers Limited ("SVML"), investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP1 except to the extent of any pecuniary interest therein. These shares will be owned directly by ILSF LP2. SVMI, the general partner of ILSF LP2, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP2 except to the extent of any pecuniary interest therein. These shares will be owned directly by ILSF LP3. SVMI, the general partner of ILSF LP3, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by ILSF LP3. SVMI and SVML disclaim beneficial ownership of shares held by ILSF LP3 except to the extent of any pecuniary interest therein. These shares will be owned directly by Co-Invest. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by Co-Invest because of a contractual relationship between Co-Invest and SVMI. SVMI and SVML disclaim beneficial ownership of shares held by Co-Invest except to the extent of any pecuniary interest therein. These shares will be owned directly by SVIL. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by SVIL because of a contractual relationship between SVIL and SVMI. SVMI and SVML disclaim beneficial ownership of shares held by SVIL except to the extent of any pecuniary interest therein. These shares will be owned directly by Strategic Partners. SVMI, the general partner of Strategic Partners, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the shares held by Strategic Partners. SVMI and SVML disclaim beneficial ownership of shares held by Strategic Partners except to the extent of any pecuniary interest therein. Each Fund may be deemed to beneficially own the shares held by the Funds because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any Fund except to the extent of any pecuniary interest therein. These warrants will be owned directly by ILSF LP1. SVMI, the general partner of ILSF LP1, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP1 except to the extent of any pecuniary interest therein. These warrants will be owned directly by ILSF LP2. SVMI, the general partner of ILSF LP2, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP1. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP2 except to the extent of any pecuniary interest therein. These warrants will be owned directly by ILSF LP3. SVMI, the general partner of ILSF LP3, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP3. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by ILSF LP3 except to the extent of any pecuniary interest therein. These warrants will be owned directly by Co-Invest. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Co-Invest because of a contractual relationship between Co-Invest and SVMI. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Co-Invest except to the extent of any pecuniary interest therein. These warrants will be owned directly by SVIL. SVMI and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by SVIL because of a contractual relationship between SVIL and SVMI. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by SVIL except to the extent of any pecuniary interest therein. These warrants will be owned directly by Strategic Partners. SVMI, the general partner of Strategic Partners, and SVML, investment manager to SVMI, may be deemed to share voting and dispositive power over the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Strategic Partners. SVMI and SVML disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by Strategic Partners except to the extent of any pecuniary interest therein. Each Fund may be deemed to beneficially own the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by the Funds because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of the warrants (and the underlying shares of common stock in the event such warrants were exercised) held by any Fund except to the extent of any pecuniary interest therein. Under the terms of the Agreement, these shares of Common Stock will be acquired for approximately $4.00 per share. An unspecified percentage of the total consideration paid by the Funds under the Agreement will represent consideration for the Warrants. The Warrants may be exercised at the election of the holder one hundred and eighty (180) days after the date of issuance. The Warrants will expire five (5) years after the date of issuance. This filing amends a Form 4 filed on April 25, 2005 and is intended to clarify the numerous conditions precedent, namely shareholder approval of the transaction, to the consummation of the described acquisitions. /s/ Gary Carr /s/ Douglas Mello 2005-04-27 EX-99 2 b54859_ex-99.txt ADDITIONAL EXHIBITS EX-99 JOINT FILER INFORMATION Joint Filer Name: Schroder Venture Managers Inc. Relationship to Issuer: 10% Owner (the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein) Address: 22 Church Street Hamilton HM 11 Bermuda D0 0 Designated Filer: Schroder Venture Managers Limited Date of Event Requiring Statement: April 21, 2005 Issuer Name and Trading Symbol: Solexa, Inc. (SLXA) Signature SCHRODER VENTURE MANAGERS INC. By: Its Director, /s/ Gary Carr /s/ Douglas Mello ------------------------------------------ Authorized Signatory Joint Filer Name: Schroder Ventures International Life Sciences Fund II L.P.1 Relationship to Issuer: 10% Owner (the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein) Address: 22 Church Street Hamilton HM 11 Bermuda D0 0 Designated Filer: Schroder Venture Managers Limited Date of Event Requiring Statement: April 21, 2005 Issuer Name and Trading Symbol: Solexa, Inc. (SLXA) Signature SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.1 By: Schroder Venture Managers Inc., its General Partner /s/ Gary Carr /s/ Douglas Mello ------------------------------------------ Authorized Signatories Joint Filer Name: Schroder Ventures International Life Sciences Fund II L.P.2 Relationship to Issuer: 10% Owner (the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein) Address: 22 Church Street Hamilton HM 11 Bermuda D0 0 Designated Filer: Schroder Venture Managers Limited Date of Event Requiring Statement: April 21, 2005 Issuer Name and Trading Symbol: Solexa, Inc. (SLXA) Signature SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.2 By: Schroder Venture Managers Inc., its General Partner /s/ Gary Carr /s/ Douglas Mello ------------------------------------------ Authorized Signatories Joint Filer Name: Schroder Ventures International Life Sciences Fund II L.P.3 Relationship to Issuer: 10% Owner (the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein) Address: 22 Church Street Hamilton HM 11 Bermuda D0 0 Designated Filer: Schroder Venture Managers Limited Date of Event Requiring Statement: April 21, 2005 Issuer Name and Trading Symbol: Solexa, Inc. (SLXA) Signature SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II L.P.3 By: Schroder Venture Managers Inc., its General Partner /s/ Gary Carr /s/ Douglas Mello ------------------------------------------ Authorized Signatories Joint Filer Name: SITCO Nominees Ltd. VC 01903 as Nominee of Schroder Ventures International Life Sciences Fund II Group Co-Investment Scheme Relationship to Issuer: 10% Owner (the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein) Address: 22 Church Street Hamilton HM 11 Bermuda D0 0 Designated Filer: Schroder Venture Managers Limited Date of Event Requiring Statement: April 21, 2005 Issuer Name and Trading Symbol: Solexa, Inc. (SLXA) Signature SITCO NOMINEES LTD. VC 01903 AS NOMINEE OF SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II GROUP CO-INVESTMENT SCHEME By: SITCO Nominees Ltd. VC 01903 /s/ Gary Carr /s/ Douglas Mello ------------------------------------------ Authorized Signatories Joint Filer Name: Schroder Ventures International Life Sciences Fund II Strategic Partners L.P. Relationship to Issuer: 10% Owner (the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein) Address: 22 Church Street Hamilton HM 11 Bermuda D0 0 Designated Filer: Schroder Venture Managers Limited Date of Event Requiring Statement: April 21, 2005 Issuer Name and Trading Symbol: Solexa, Inc. (SLXA) Signature SCHRODER VENTURES INTERNATIONAL LIFE SCIENCES FUND II STRATEGIC PARTNERS L.P. By: Schroder Venture Managers Inc., its General Partner /s/ Gary Carr /s/ Douglas Mello ------------------------------------------ Authorized Signatories Joint Filer Name: SV (Nominees) Limited as Nominee of Schroder Ventures Investments Limited Relationship to Issuer: 10% Owner (the reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein) Address: 22 Church Street Hamilton HM 11 Bermuda D0 0 Designated Filer: Schroder Venture Managers Limited Date of Event Requiring Statement: April 21, 2005 Issuer Name and Trading Symbol: Solexa, Inc. (SLXA) Signature SV (NOMINEES) AS NOMINEE OF SCHRODER VENTURES INVESTMENTS LIMITED By: SV (Nominees) Limited /s/ Laurence McNairn ------------------------------------------ Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----