-----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, BzL1KmWawh3LkH2qDV2Au3l2mZr7rNDa3aAb2HM9lI5Zh+3Bl86DAmTlkFvkP4oL bF2AHhJLTBaWo573GipdeA== 0000950134-01-001299.txt : 20010223 0000950134-01-001299.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950134-01-001299 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010214 GROUP MEMBERS: AG BIOTECH CAPITAL LLC GROUP MEMBERS: ALFONSO ROMO GARZA GROUP MEMBERS: SAVIA SA DE CV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOSAN BIOSCIENCES INC CENTRAL INDEX KEY: 0001110206 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 943217016 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-60269 FILM NUMBER: 1541083 BUSINESS ADDRESS: STREET 1: 3832 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5107328400 MAIL ADDRESS: STREET 1: 3832 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AG BIOTECH CAPITAL LLC CENTRAL INDEX KEY: 0001134230 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 686 N DU PONT BLVD 220 CITY: MILFORD STATE: DE ZIP: 19963 BUSINESS PHONE: 2149692591 SC 13G 1 d84216sc13g.txt SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KOSAN BIOSCIENCES INCORPORATED (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 50064W107 (CUSIP Number) December 31, 2000 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] 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 ("Act") 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). Page 1 of 8 Pages 2 SCHEDULE 13G CUSIP No. 50064W107 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) [optional] Name: AG-BIOTECH CAPITAL, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 1,502,931 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,502,931 PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,502,931 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%(*) 12 TYPE OF REPORTING PERSON (See Instructions) OO - ------------ (*) Based on 25,152,728 shares outstanding on October 31, 2000 as reported on the Company's Form 10-Q filed on November 15, 2000. Page 2 of 8 Pages 3 SCHEDULE 13G CUSIP No. 50064W107 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) [optional] Name: Savia, S.A. de C.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Mexico 5 SOLE VOTING POWER(*) 1,502,931 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER(*) REPORTING 1,502,931 PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,502,931 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%(**) 12 TYPE OF REPORTING PERSON (See Instructions) CO - ----------- (*) Includes 1,502,931 shares owned by AG-BIOTECH CAPITAL, LLC, which is wholly owned by Savia, S.A. de C.V. (**) Based on 25,152,728 shares outstanding on October 31, 2000 as reported on the Company's Form 10-Q filed on November 15, 2000. Page 3 of 8 Pages 4 SCHEDULE 13G CUSIP No. 50064W107 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) [optional] Name: Alfonso Romo Garza 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER(*) 1,502,931 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER(*) REPORTING 1,502,931 PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,502,931 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%(**) 12 TYPE OF REPORTING PERSON (See Instructions) IN - ----------- (*) Includes 1,502,931 shares owned by AG-BIOTECH CAPITAL, LLC, which is wholly owned by Savia, S.A. de C.V. Mr. Alfonso Romo Garza controls 50.9% of Savia, S.A. de C.V. (**) Based on 25,152,728 shares outstanding on October 31, 2000 as reported on the Company's Form 10-Q filed on November 15, 2000. Page 4 of 8 Pages 5 ITEM 1. (a) Name of Issuer: Kosan Biosciences Incorporated (b) Address of Issuer's Principal Executive Offices: 3832 Bay Center Place, Hayward, California 94545 ITEM 2. (a) Name of Persons Filing: AG-BIOTECH CAPITAL, LLC, Savia S.A., de C.V. and Alfonso Romo Garza. (b) Address of Principal Business Office: The principal business address for AG-BIOTECH CAPITAL, LLC is c/o Viridian Management, LLC, 686 North DuPont Boulevard #200, Milford Delaware 19963. The principal business address for Savia, S.A. de C.V. and Mr. Alfonso Romo Garza is Batallon de San Patricio No. 111, Edif. Torre Comercial America, 4th Floor, Col. Valle Oriente, 66269 Garza Garcia, N.L. Mexico. (c) Citizenship: AG-BIOTECH CAPITAL, LLC is a limited liability company organized under the laws of the state of Delaware. Savia, S.A. de C.V. is organized under the laws of the United Mexican States. Mr. Alfonso Romo Garza is a citizen of Mexico. (d) Title of Class of Securities: Common Stock, $.01 par value per share (e) CUSIP Number: 50064W107 ITEM 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Page 5 of 8 Pages 6 ITEM 4. OWNERSHIP Incorporated by reference to items (5)-(9) and (11) of the cover page of this statement. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. 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. ITEM 10. CERTIFICATION 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. Page 6 of 8 Pages 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2001 AG-BIOTECH CAPITAL, LLC By: VIRIDIAN MANAGEMENT, LLC, its Manager By: /s/ Helene S. Cohen ------------------------------------- Helene S. Cohen, President SAVIA, S.A. de C.V. By: /s/ Carlos Gerardo Mahaud ------------------------------------- Name: Carlos Gerardo Mahaud ------------------------------- Title: Attorney in Fact ------------------------------ ALFONSO ROMO GARZA /s/ Alfonso Romo Garza ------------------------------------- Page 7 of 8 Pages 8 INDEX TO EXHIBITS
Exhibit No. Description - ----------- ----------- 10.1 Joint Reporting Agreement dated as of February 13, 2000 by and between AG-BIOTECH CAPITAL, LLC, Savia, S.A. de C.V. and Alfonso Romo Garza.
Page 8 of 8 Pages EX-10.1 2 d84216ex10-1.txt JOINT REPORTING AGREEMENT 1 EXHIBIT 10.1 EXHIBIT A JOINT REPORTING AGREEMENT In consideration of the mutual covenants herein contained, each of the parties hereto represents to and agrees with the other parties as follows: 1. Such party acknowledges that it is required and eligible to file a statement on Schedule 13G pertaining to the common stock of Kosan Biosciences Incorporated to which this agreement is an exhibit, for the filing of the information contained therein. 2. Such party is responsible for timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no such party is responsible for the completeness or accuracy of the information concerning the other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. 3. Such party agrees that such statement is filed by and on behalf of each such party and that any amendment thereto will be filed on behalf of each such party. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts taken together shall constitute but one agreement. Dated: February 13, 2001 AG-BIOTECH CAPITAL, LLC By: VIRIDIAN MANAGEMENT, LLC, its Manager By: /s/ Helene S. Cohen ------------------------------------- Helene S. Cohen, President SAVIA, S.A. de C.V. By: /s/ Carlos Gerardo Mahaud ------------------------------------- Name: Carlos Gerardo Mahaud ------------------------------- Title: Attorney in Fact ------------------------------ ALFONSO ROMO GARZA /s/ Alfonso Romo Garza ------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----