-----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, OM7XHitP/hu2nf369YfhHAAmTkPM45NcVYslA8VcxDM+PMZS59tOLvh6oLeTnpZ4 tJrJBgPsijDnFsbm835OmQ== 0000891618-03-000897.txt : 20030214 0000891618-03-000897.hdr.sgml : 20030214 20030214155322 ACCESSION NUMBER: 0000891618-03-000897 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CURAGEN CORP CENTRAL INDEX KEY: 0001030653 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061331400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53811 FILM NUMBER: 03567731 BUSINESS ADDRESS: STREET 1: 555 LONG WHARF DRIVE STREET 2: 11TH FL CITY: NEW HAVEN STATE: CT ZIP: 06511 BUSINESS PHONE: 2034013330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENENTECH INC CENTRAL INDEX KEY: 0000318771 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942347624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1 DNA WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-225-1000 MAIL ADDRESS: STREET 1: 1 DNA WAY STREET 2: . CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 SC 13G/A 1 f87784cgsc13gza.htm SCHEDULE 13G/A CuraGen Corporation Amend 4 to 13G(Genentech, Inc)
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

CuraGen Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

23126R 10 7

(Cusip Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

 

 

             
13G
CUSIP No. 23126R 10 7
  1. Name of Reporting Person:
GENENTECH, INC.		 I.R.S. Identification Nos. of above persons (entities only):
94-2347624
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
    Not applicable
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
2,304,272*
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,304,272*
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,304,272*
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
   Not applicable
  11.Percent of Class Represented by Amount in Row (9):
4.67%
  12.Type of Reporting Person:
CO

* Includes 1,034,000 shares of common stock that are the subject of equity forward sale agreements as described in Item 4 below.

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13G
       
Item 1.
  (a) Name of Issuer:
    CuraGen Corporation
  (b) Address of Issuer’s Principal Executive Offices:
    555 Long Wharf Drive, 11th Floor
New Haven, Connecticut 06511
 
Item 2.
  (a) Name of Person Filing:
    Genentech, Inc.
  (b) Address of Principal Business Office or, if none, Residence:
    1 DNA Way
South San Francisco, California 94080
  (c)Citizenship:
    Delaware
  (d) Title of Class of Securities:
    Common Stock
  (e) CUSIP Number:
    23126R 10 7
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

3

 

13G
       
Item 4. Ownership.
  (a) Amount beneficially owned:
    2,304,272*
  (b) Percent of class:
    4.67%
  (c) Number of shares as to which the person has:
    (i) Sole power to vote or to direct the vote:
      2,304,272*
    (ii) Shared power to vote or to direct the vote:
      0
    (iii) Sole power to dispose or to direct the disposition of:
      2,304,272*
    (iv) Shared power to dispose or to direct the disposition of:
      0
 
* Includes 1,034,000 shares of common stock that are the subject of equity forward sale agreements entered into between Genentech and a major broker-dealer, the terms of which are generally described in the Schedule 13G filed on February 14, 2002 by Genentech, Inc. with the Securities and Exchange Commission with respect to its ownership of CuraGen common stock.
 
Item 5.Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
 
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable
 
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not Applicable
 
Item 8.Identification and Classification of Members of the Group.
 
Not Applicable
 
Item 9.Notice of Dissolution of Group.
 
Not Applicable

4

 

13G
       
Item 10.Certification.
 

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: February 14, 2003
   
/s/ Stephen G. Juelsgaard
Name: Stephen G. Juelsgaard
Title: Executive Vice President, General Counsel and Secretary

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

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