-----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, HsEt2aHu9FGluho+IvAt0Bih8zDSqQ3usHI1/QG6GQSrT13fhGJlw8hcTywrwMjD 92S0Fzu3i8zkVpVDe00vyQ== /in/edgar/work/20000531/0000950149-00-001259/0000950149-00-001259.txt : 20000919 0000950149-00-001259.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950149-00-001259 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STEMCELLS INC CENTRAL INDEX KEY: 0000883975 STANDARD INDUSTRIAL CLASSIFICATION: [2836 ] IRS NUMBER: 943078125 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42389 FILM NUMBER: 646466 BUSINESS ADDRESS: STREET 1: 525 DEL REY AVE STREET 2: STE C CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087318670 MAIL ADDRESS: STREET 1: 525 DEL REY AVE STREET 2: STE C CITY: SUNNYVALE STATE: CA ZIP: 02865 FORMER COMPANY: FORMER CONFORMED NAME: CYTOTHERAPEUTICS INC/DE DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENENTECH INC CENTRAL INDEX KEY: 0000318771 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 942347624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1 DNA WAY CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 4152251000 MAIL ADDRESS: STREET 1: 460 POINT SAN BRUNO BLVD STREET 2: . CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) CytoTherapeutics, Inc. (now known as StemCells, Inc.) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 232923 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) CytoTherapeutics, Inc. Iris Brest, Esq. 525 Del Rey Avenue, Suite C, Sunnyvale, California 94086 (408) 731-8670 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 29, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class). (See Rule 13d-7.) Note: This document is being electronically filed with the Commission, using the EDGAR system. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should 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 disclosures provided in a prior cover page. The information required on 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). 2 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Genentech, Inc. 94-2347624 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group Not Applicable (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power: 426,094 shares Common Stock Number of Shares Beneficially (8) Shared Voting Power: 0 Owned by Each Reporting Person (9) Sole Dispositive Power: 426,094 shares Common Stock (10) Shared Dispositive Power: 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 426,094 shares Common Stock - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 2.2% of Common Stock - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Genentech, Inc. ("Genentech" or "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on December 23, 1996 (the "Original Schedule 13D") with respect to the Common Stock of CytoTherapeutics, Inc. 3 ITEM 1: SECURITY AND ISSUER 1. Class of Securities: Common Stock 2. Issuer: CytoTherapeutics, Inc. (now known as StemCells, Inc.) ("CTI") 3. Principal Address: 525 Del Rey Avenue, Suite C, Sunnyvale, CA 94086 ITEM 2: IDENTITY AND BACKGROUND a. Reporting Person: Genentech, Inc. ("Genentech") b. Place of Organization: Delaware c. Principal Business: Pharmaceutical company d. Principal Business Address: 1 DNA Way, South San Francisco, CA 94080 e. Principal Office: As above f. Criminal Convictions: Genentech plead guilty on April 14, 1999 to a single count of the introduction of a misbranded drug in interstate commerce, in violation of 21 U.S.C. Sections 331(a), 333(a)(2) and 352 before the United States District Court of the Northern District of California. Genentech paid a criminal fine of $30 million and paid restitution of $20 million pursuant to a civil settlement agreement between the United States and Genentech. g. Civil Adjudication of Violation of Securities Laws: None Attached hereto as Exhibit A is a list of Genentech's executive officers and directors as required by Instruction C to Schedule 13D. ITEM 3: SOURCE AND AMOUNT OF FUNDS Pursuant to the terms of a Common Stock Purchase Agreement between Genentech and CTI (collectively, the "Parties") dated as of November 22, 1996 (the "Purchase Agreement"), Genentech purchased 829,171 shares of CTI's Common Stock, par value $.01 per share (the "CTI Common Stock") for $10.01 per share. The total purchase price of $8,300,000 for the CTI Common Stock was paid in cash from Genentech's working capital. ITEM 4: PURPOSE OF TRANSACTION The purpose of the purchase of the shares of Common Stock described in Item 3 is investment. Depending on its evaluation of CTI's business, prospects, financial condition, the market for CTI securities, other opportunities available to Genentech, general economic conditions, general market conditions, other future developments and the contractual restrictions described in Item 6, Genentech may decide to sell some or all of its investment in the capital stock of CTI through open market sales or in negotiated transactions, to or through one or more broker dealers, or in underwritten offerings, block trades, agency placements, brokerage transactions or otherwise. Depending on the same factors, Genentech may in the future purchase additional capital stock of CTI as described below or enter into hedging or similar transactions. The Parties entered into a Development Collaboration and License Agreement Relating to Parkinson's Disease dated as of November 22, 1996 (the "Collaboration Agreement"). As of March 3, 2000, the Collaboration Agreement was mutually terminated by the Parties. Except as described in the foregoing, Genentech does not have any other plan or proposal relating to, or which would result in, any event described in (a) - (j) of the instructions to this Item 4. ITEM 5: INTEREST IN SECURITIES OF ISSUER a. Beneficial Ownership by Genentech: 426,094 Percentage Ownership by Genentech: 2.2%
4 To the best of Genentech's knowledge, none of the persons listed on Exhibit A hereto beneficially owns any Common Stock of CTI. b. Sole Voting Power of Genentech: 426,094 Shared Voting Power: 0 Sole Dispositive Power of Genentech: 426,094 Shared Dispositive Power: 0
To the best of Genentech's knowledge, none of the persons listed on Exhibit A hereto has any sole or shared power to vote or to direct the vote of any CTI Common Stock nor sole or shared power to dispose of or direct the disposition of any CTI Common Stock. c. Recent Transactions: Shares of CTI Common Stock were sold by Genentech in the public market through broker transactions during March 2000. The sales transactions are set forth on Exhibit B attached hereto and are hereby incorporated by reference. Except as set forth on Exhibit B hereto and as described in Item 6, no transactions in CTI's Common Stock have been effected during the past 60 days by Genentech nor, to the best of its knowledge, by any of the persons listed on Exhibit A hereto. d. Receipt of dividends, etc.: Not applicable e. Ownership below 5%: As of March 29, 2000 , Genentech was the beneficial owner of less than 5% of CTI's Common Stock. ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF THE ISSUER Under the Purchase Agreement, Genentech has the right to include shares of the CTI Common Stock in a registration of securities of CTI at any time at least one (1) year after the closing of the transaction pursuant to the Purchase Agreement. Under the Purchase Agreement, Genentech has agreed that without the prior consent of the board of directors of CTI, Genentech will not at any time directly or indirectly acquire (or offer to or agree to acquire) any shares or rights or options to acquire shares of CTI Common Stock if following such action Genentech would beneficially own in excess of ten percent (10%) of outstanding CTI Common Stock, except that the foregoing shall not limit any additional purchases of CTI Common Stock by Genentech as contemplated by the Parties under the Purchase Agreement, as described in Item 4 above. Under the Purchase Agreement, Genentech has agreed that without the prior consent of the board of directors of CTI, Genentech will not make or become a participant in any solicitation of proxies to vote shares of CTI Common Stock, or seek to advise or influence any person with respect to the voting of any voting securities of CTI, or form, joint in or participate in a group with respect to any voting securities of CTI. ITEM 7: EXHIBITS Exhibit A: Additional information regarding Item 2 hereof. Exhibit B: Additional information regarding Item 5.c. hereof.
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: May 30, 2000 GENENTECH, INC. Stephen G. Juelsgaard Senior Vice President, General Counsel and Secretary EX-99.A 2 0002.txt EXHIBIT A 1 EXHIBIT A ITEM 2 (ADDITIONAL INFORMATION): LIST OF EXECUTIVE OFFICERS AND DIRECTORS OF GENENTECH, INC.
NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- EXECUTIVE OFFICERS William R. Arathoon, Ph.D. Vice President, Process Sciences and Manufacturing Joffre B. Baker, Ph.D. Vice President, Research Discovery J. Joseph Barta Vice President, Quality Stephen G. Dilly, M. D., Ph.D. Vice President, Medical Affairs David Ebersman Vice President, Product Development Robert L. Garnick, Ph.D. Vice President, Regulatory Affairs Susan D. Desmond-Hellmann, M.D., M.P.H. Executive Vice President, Development and Product Operations and Chief Medical Officer Roy C. Hardiman Vice President, Corporate Law Dennis J. Henner, Ph.D. Senior Vice President, Research Judith A. Heyboer Senior Vice President, Human Resources Paula M. Jardieu, Ph.D. Vice President, Pharmacological Sciences Sean A. Johnston, Ph.D. Vice President, Intellectual Property Stephen G. Juelsgaard Senior Vice President, General Counsel and Secretary R. Guy Kraines Vice President, Finance Louis J. Lavigne, Jr. Executive Vice President and Chief Financial Officer Laura Leber Vice President, Corporate Communications Arthur D. Levinson, Ph.D. Director, Chairman, President and Chief Executive Officer Walter K. Moore Vice President, Government Affairs James P. Panek Senior Vice President, Product Operations Diane L. Parks Vice President, Marketing Kimberly J. Popovits Vice President, Sales Myrtle S. Potter Executive Vice President, Commercial Operations and Chief Operating Officer Andrew Scherer Vice President, Facilities and Engineering Daniel S. Sulzbach, Ph.D. Vice President, Information Resources John M. Whiting Controller and Chief Accounting Officer DIRECTORS Herbert W. Boyer, Ph.D. Director of Genentech, Inc. Franz B. Humer, Ph.D. Chief Executive Officer of Roche Holding Ltd and Head of the Pharmaceuticals Division of Roche Holding Ltd Jonathan K. C. Knowles, Ph.D. President of Global Research of F. Hoffmann-La Roche Holding Ltd Sir Mark Richmond Ph.D. Senior Research Fellow at the School of Public Policy, University College London Charles Sanders, M.D. Director of Genentech, Inc. MAILING ADDRESS FOR ALL EXECUTIVE OFFICERS AND DIRECTORS: 1 DNA Way South San Francisco, CA 94080-4990
During the last five years: (i) none of the individuals described above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (ii) none of the individuals described above has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the individuals listed above is a U.S. citizen, except Dr. Humer who is a citizen of Switzerland, Dr. Knowles who is a citizen of England and Sir Richmond who is a citizen of the United Kingdom. EX-99.B 3 0003.txt EXHIBIT B 1 EXHIBIT B ITEM 5.C. (ADDITIONAL INFORMATION): SALES OF CTI COMMON STOCK BY GENENTECH
NO. OF AVERAGE SALE DATE SOLD SHARES PRICE - --------- ------- ------------ 3/7/00 150,000 $13.29 3/8/00 159,690 $11.69 3/9/00 100,000 $11.93 3/10/00 100,000 12.55 3/13/00 100,000 10.36 3/14/00 60,000 9.11 3/15/00 110,000 8.91 3/15/00 49,481 8.40 3/28/00 37,500 6.65 3/29/00 37,500 6.08 ------- TOTAL 904,171
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