-----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, C8RxUXOf3WqzXg74IbAv86l+tkDoFUUGIdtSr8ObdEVXVyBtQlT1GydBrv3oZqcX UQPdZmJvMIYHuMQf1D1qaw== 0000893750-00-000571.txt : 20001218 0000893750-00-000571.hdr.sgml : 20001218 ACCESSION NUMBER: 0000893750-00-000571 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AFFYMETRIX INC CENTRAL INDEX KEY: 0000913077 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770319159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48829 FILM NUMBER: 790456 BUSINESS ADDRESS: STREET 1: 3380 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 BUSINESS PHONE: 4085226000 MAIL ADDRESS: STREET 1: 3380 CENTRAL EXPRESSWAY CITY: SANTA CLARA STATE: CA ZIP: 95051 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLAXO WELLCOME PLC CENTRAL INDEX KEY: 0000944737 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BERKELEY SQUARE CITY: LONDON STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: SIMPSON THACHER & BARTLETT STREET 2: 99 BISHOPSGATE CITY: LONDON STATE: X0 SC 13D 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) Affymetrix, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock - ----------------------------------------------------------------------------- (Title of Class of Securities) 00826T 10 8 (CUSIP Number) Stephen J. Cowden Glaxo Wellcome plc Glaxo Wellcome House, Berkeley Avenue Greenford, Middlesex UB6 0NN, England 011-44-208-966-8000 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Walter A. Looney Simpson Thacher & Bartlett CityPoint One Ropemaker Street London EC2Y 9HU +44-20-7275-6500 December 15, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f), or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. -2- 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). SCHEDULE 13D CUSIP No. 00826T 10 8 Page 3 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome plc 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER 9,111,254 NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING PERSON WITH 9. SOLE DISPOSITIVE POWER 9,111,254 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,111,254 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not applicable -3- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.5% 14. TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! -4- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 5 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Group Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / Joint Filing (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER 6,410,134 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 2,514,458 OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 6,410,134 10. SHARED DISPOSITIVE POWER 2,514,458 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,924,592 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1% -5- 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -6- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 7 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Venture Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER 6,410,134 NUMBER OF 8. SHARED VOTING POWER SHARES None BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER EACH 6,410,134 REPORTING PERSON 10. SHARED DISPOSITIVE POWER WITH None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,410,134 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% -7- 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -8- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 9 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Affymax N.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands 7. SOLE VOTING POWER 6,410,134 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 6,410,134 WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,410,134 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN / / SHARES* Not applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% -9- 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -10- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 11 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Affymax Technologies N.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands Antilles 7. SOLE VOTING POWER 269,920 NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 269,920 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 269,920 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% -11- 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -12- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 13 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wellcome Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 2,514,458 EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH None 10. SHARED DISPOSITIVE POWER 2,514,458 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,514,458 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% -13- 14. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -14- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 14 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome Holdings Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER 2,514,458 NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING PERSON 9. SOLE DISPOSITIVE POWER WITH 2,514,458 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,514,458 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% -15- 14. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -16- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 17 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome International B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands 7. SOLE VOTING POWER 2,514,458 NUMBER OF SHARES BENEFICIALLY OWNED 8. SHARED VOTING POWER BY EACH REPORTING None PERSON WITH 9. SOLE DISPOSITIVE POWER 2,514,458 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,514,458 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* -17- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -18- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 19 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome Investments B.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands 7. SOLE VOTING POWER NUMBER OF 2,514,458 SHARES POWER 8. SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE PERSON WITH 2,514,458 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,514,458 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% -19- 14. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -20- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 21 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome International 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / Joint Filing (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER 2,514,458 NUMBER OF 8. SHARED VOTING POWER SHARES None BENEFICIALLY OWNED BY 9. SOLE DISPOSITIVE POWER EACH REPORTING 2,514,458 PERSON WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,514,458 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% -21- 14. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -22- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 23 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Glaxo Wellcome Americas Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER NUMBER OF 2,514,458 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 2,514,458 WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,514,458 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% -23- 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! -24- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 25 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Douglas M. Hurt 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER NUMBER OF None SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,996 (not to be construed as an admission of beneficial ownership) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% -25- 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! -26- SCHEDULE 13D CUSIP No. 00826T 10 8 Page 27 of 43 Pages 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. Barry C. Ross 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / Joint Filing 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales 7. SOLE VOTING POWER NUMBER OF None SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,666 (not to be construed as an admission of beneficial ownership) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% -27- 14. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! -28- Item 1. This Amendment No. 4 to Schedule 13D ("Amendment No. 4") relates to the Common Stock (the "Affymetrix Common Stock") of Affymetrix, Inc., a Delaware corporation (the "Company"). This Amendment No. 4 amends and supplements the Schedule 13D originally filed with the Commission on February 16, 1999, as amended and supplemented by Amendment No. 1 thereto filed on August 11, 1999 and Amendment No. 2 thereto filed on May 5, 2000 and Amendment No.3 thereto filed on November 3, 2000(as amended, the "Schedule 13D"). Capitalized terms not defined herein have the meanings given to such terms in the prior statement on Schedule 13D. Item 2. Item 2 of Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 4 is being filed jointly by (i) Glaxo Wellcome plc ("Glaxo Wellcome"), (ii) Glaxo Group Limited ("Glaxo Group"), (iii) Glaxo Venture Limited ("Glaxo Venture"), (iv) Affymax N.V. ("Affymax"), (v) Affymax Technologies N.V. ("Affymax Technologies"), (vi) Wellcome Limited ("Wellcome Limited"), (vii) Glaxo Wellcome Holdings Limited ("Wellcome Holdings"), (viii) Glaxo Wellcome International B.V. ("Wellcome International"), (ix) Glaxo Wellcome Investments B.V. ("Wellcome Investments"), (x) Glaxo Wellcome International ("Glaxo Ireland"), (xi) Glaxo Wellcome Americas Inc. ("Glaxo Americas"), (xii) Mr. Douglas M. Hurt, and (xiii) Dr. Barry C. Ross. The foregoing persons shall collectively be referred to herein as the "Glaxo Reporting Persons." This Amendment No. 3 is the third Schedule 13D to be filed by Wellcome Limited, Wellcome Holdings, Wellcome International, Wellcome Investments and Glaxo Ireland in respect of Affymetrix Common Stock. Each of Wellcome Limited and Wellcome Holdings is a company organized under the laws of England and Wales. Each of Wellcome International and Wellcome Investments is a company organized under the laws of The Netherlands. Glaxo Ireland is an unlimited liability company organized under the laws of Ireland. The principal executive offices of Wellcome Limited and Wellcome Holdings are Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex UB6 0NN, England. The principal executive offices of Wellcome International and Wellcome Investments are Huister Heideweg 62, 3705 LZ Zeist, The Netherlands. The principal executive offices of Glaxo Ireland is P.O. Box 700, Grange Road, Rathfarnham, Dublin 16, Ireland. The name, citizenship, residence or business address and principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted), of each director and executive officer of Wellcome Limited, -29- Wellcome Holdings, Wellcome International, Wellcome Investments and Glaxo Ireland is set forth in Schedule A hereto. Also set forth on Schedule A hereto are certain further amendments to the Schedule A attached to the original Schedule 13D. As of the date of this Amendment No. 3, Glaxo Wellcome is the ultimate parent holding company with respect to all of the other Glaxo Reporting Persons, other than Mr. Douglas M. Hurt and Dr. Barry C. Ross. Glaxo Wellcome directly owns 100% of Glaxo Group and 100% of Wellcome Limited. Glaxo Group in turn owns 100% of Glaxo Venture and 16.67% of Wellcome Holdings. Glaxo Venture owns 100% of Affymax, of which Affymax Technologies is a wholly-owned subsidiary. Wellcome Limited owns 83.33% of Wellcome Holdings, which in turn owns 100% of Wellcome International. Wellcome International owns 100% of Wellcome Investments, which in turn owns 100% of Glaxo Ireland, of which Glaxo Americas is a wholly-owned subsidiary. None of Glaxo Wellcome, Glaxo Group, Glaxo Venture, Wellcome Limited, Wellcome Holdings, Wellcome International, Wellcome Investments or Glaxo Ireland directly holds any shares of Affymetrix Common Stock. Information contained herein with respect to each Glaxo Reporting Person is given solely by such Glaxo Reporting Person and no Glaxo Reporting Person has the responsibility for the accuracy or completeness of information supplied by another Glaxo Reporting Person. The agreement among the Glaxo Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto. (d) and (e) During the last five years, none of the Glaxo Reporting Persons and, to the best knowledge of the Glaxo Reporting Persons, none of the other persons named in this Item 2, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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 violations of such laws. ITEM 3. Source and Amount of Funds or Other Consideration. The information contained in Item 3 of Schedule 13D is hereby amended and supplemented by the information set forth in Items 4 and 5 below, which is hereby incorporated by reference herein. ITEM 4. Purpose of Transaction. Item 4 of Schedule 13D is hereby amended by adding the following paragraphs: -30- On December 6, 2000, Affymax instructed Credit Suisse First Boston Corporation to sell shares of Affymetrix Common Stock beginning on that date. At the close of business on December 8, 2000, 552,000 such shares had been sold on Affymax's behalf, whereupon Affymax concluded its selling activity. Such shares were sold pursuant to a Form 144 previously filed with the Securities Exchange Commission. The Glaxo Reporting Persons have been reviewing, and intend to review on a continuing basis, their remaining investment in the Company, and the Glaxo Reporting Persons may decide to increase or decrease their investment in the Company depending upon the price and availability of the Company's securities, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Glaxo Reporting Persons, general stock market and economic conditions, tax and accounting considerations and other factors. The sale of 552,000 shares of Affymetrix Common Stock reported above is consistent with that strategy. Other than as described above, none of the Glaxo Reporting Persons have any plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although they reserve the right to develop such plans). ITEM 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and supplemented as follows: As of October 31, 2000, based upon information set forth in the Form 10-Q filed by the Company on November 14, 2000, there were 55,556,445 shares of Affymetrix Common Stock outstanding. In addition, for purposes of Rule 13d-3 under the Exchange Act,the shares of Affymetrix Common Stock subject to the options exercised by Dr. Barry C. Ross increase the diluted number of shares of Affymetrix Common Stock outstanding by 106,666 to 55,329,950. The Affymetrix Common Stock -31- ownership percentages for Glaxo Wellcome and Dr. Barry C. Ross set forth below are based on this diluted number of shares. Paragraph four of Item 2 hereof is hereby incorporated by reference herein. As of the date of this Amendment No. 4, Glaxo Wellcome may be deemed the beneficial owner of 9,110,924 shares of Affymetrix Common Stock, representing 16.5% of the outstanding shares of Affymetrix Common Stock. As the ultimate parent company of all of the other Glaxo Reporting Persons, other than Mr. Douglas M. Hurt and Dr. Barry C. Ross, and as the beneficial owner of the Affymetrix Common Stock held by Mr. Douglas M. Hurt and the stock options held by Mr. Barry C. Ross, Glaxo Wellcome may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of all such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Glaxo Group may be deemed the beneficial owner of 8,924,592 shares of Affymetrix Common Stock, representing approximately 16.1% of the outstanding shares of Affymetrix Common Stock. Of that total amount, Glaxo Group, as an indirect parent company of both Affymax and Affymax Technologies, may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of 6,410,134 of such shares of Affymetrix Common Stock. As a 16.67% holder of Wellcome Holdings, Glaxo Group may be deemed to share power with Wellcome Limited, which holds 83.33% of Wellcome Holdings, to vote or direct the vote and to dispose or direct the disposition of 2,514,458 shares of Affymetrix Common Stock, which shares are held directly by Glaxo Americas. As of the date of this Amendment No. 4, Glaxo Venture may be deemed the beneficial owner of 6,410,134 shares of Affymetrix Common Stock, representing approximately 11.6% of the outstanding shares of Affymetrix Common Stock. As the parent company of Affymax, which in turn is the parent company of Affymax Technologies, Glaxo Venture may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Affymax is the beneficial owner of 6,410,134 shares of Affymetrix Common Stock, representing approximately 11.6% of the outstanding shares of -32- Affymetrix Common Stock. Affymax directly owns 6,140,214 shares of Affymetrix Common Stock and may be deemed to beneficially own, through its wholly-owned subsidiary, Affymax Technologies, 269,920 shares of Affymetrix Common Stock. Affymax may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Affymax Technologies may be deemed the beneficial owner of 269,920 shares of Affymetrix Common Stock, representing approximately 0.5% of the outstanding shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Wellcome Limited may be deemed the beneficial owner of 2,514,458 shares of Affymetrix Common Stock, representing approximately 4.5% of the outstanding shares of Affymetrix Common Stock. As an 83.33% holder of Wellcome Holdings, Wellcome Limited may be deemed to share power with Glaxo Group, which holds the remaining 16.67% in Wellcome Holdings, to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock, which shares are held directly by Glaxo Americas. As of the date of this Amendment No. 4, Wellcome Holdings, as an indirect parent of Glaxo Americas, may be deemed the beneficial owner of 2,514,458 shares of Affymetrix Common Stock, representing approximately 4.5% of the outstanding shares of Affymetrix Common Stock. Wellcome Holdings may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Wellcome International, as an indirect parent of Glaxo Americas, may be deemed the beneficial owner of 2,514,458 shares of Affymetrix Common Stock, representing approximately 4.5% of the outstanding shares of Affymetrix Common Stock. Wellcome International may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Wellcome Investments, as an indirect parent of Glaxo Americas, may be deemed the beneficial owner of 2,514,458 shares of Affymetrix Common Stock, representing approximately 4.5% of the outstanding shares of Affymetrix Common Stock. Wellcome Investments may be deemed to have the sole power to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Glaxo Ireland, as the direct parent of Glaxo Americas, may be deemed the beneficial owner of -33- 2,514,458 shares of Affymetrix Common Stock, representing approximately 4.5% of the outstanding shares of Affymetrix Common Stock. Glaxo Ireland may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, Glaxo Americas is the owner,beneficial and of record, of 2,514,458 shares of Affymetrix Common Stock, representing approximately 4.5% of the outstanding shares of Affymetrix Common Stock. Glaxo Americas may be deemed to have sole power to vote or direct the vote and to dispose or direct the disposition of all of such shares of Affymetrix Common Stock. As of the date of this Amendment No. 4, pursuant to stock options granted to him by the Company, Dr. Barry C. Ross may be deemed to beneficially own 106,666 shares of Affymetrix Common Stock, representing approximately 0.2 % of the outstanding shares of Affymetrix Common Stock. These shares are held by Dr. Barry C. Ross for the benefit of Glaxo Wellcome, which has the sole power to direct both the voting and disposition of such shares. Dr. Barry C. Ross disclaims beneficial ownership of the securities of the Company reported in this Amendment No. 4, and the filing of this Amendment No. 4 shall not be construed as an admission that Dr. Barry C. Ross is the beneficial owner of any securities of the Company. As of the date of this Amendment No. 4, Mr. Douglas M. Hurt holds 79,996 shares of Affymetrix Common Stock for the benefit of Glaxo Wellcome, which has the sole power to direct both the voting and disposition of such shares. These shares represent approximately 0.1% of the outstanding shares of Affymetrix Common Stock. Mr. Douglas M. Hurt disclaims beneficial ownership of the securities of the Company reported in this Amendment No. 4, and the filing of this Amendment No. 4 shall not be construed as an admission that Mr. Douglas M. Hurt is the beneficial owner of any securities of the Company. (c) To the best knowledge of each of the Glaxo Reporting Persons, none of the Glaxo Reporting Persons has engaged in any transaction during the past 60 days in any shares of Affymetrix Common Stock other than as described in Item 4 above. (d) To the best knowledge of each of the Glaxo Reporting Persons, no person, other than the Glaxo Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Affymetrix Common Stock beneficially owned by the Glaxo Reporting Persons. (e) Not applicable. -34- ITEM 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by the information set forth above in Items 4 and 5, which is hereby incorporated by reference herein. ITEM 7. Material to be Filed as Exhibits. 1. Joint Filing Agreement among Glaxo Wellcome plc, Glaxo Group Limited, Glaxo Venture Limited, Affymax N.V., Affymax Technologies N.V., Wellcome Limited, Glaxo Wellcome Holdings Limited, Glaxo Wellcome International B.V., Glaxo Wellcome Investments B.V., Glaxo Wellcome International, Glaxo Wellcome Americas Inc., Mr. Douglas M. Hurt, and Dr. Barry C. Ross. -35- 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. GLAXO WELLCOME PLC By: /s/ S.M. Bicknell Name: Simon Michael Bicknell Title: Assistant Company Secretary Dated: December 15, 2000 -36- SCHEDULE A TO SCHEDULE 13D DIRECTORS AND EXECUTIVE OFFICERS
Name, Citizenship and Position Present Principal Occupation or Name, Principal Business and Address Employment of Corporation or Organization in which such Employment is conducted WELLCOME LIMITED Sir Richard Brook Sykes Dsc, FRS, Chairman and Executive Director Glaxo Wellcome plc, Glaxo Wellcome United Kingdom , Chairman and of Glaxo Wellcome plc House, Berkeley Avenue, Greenford, Director Middlesex UB6 ONN, England James Michael Thomas Cochrane, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome United Kingdom Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England John David Coombe, United Kingdom, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Jeremy Alan Watkin Strachan, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome United Kingdom, Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Julian Spencer Heslop, United Financial Controller of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Alternate Director to Mr. Wellcome plc House, Berkeley Avenue, Greenford, Strachan Middlsex UB6 ONN, England Stephen John Cowden, United Company Secretary of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Company Secretary Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Simon Michael Bicknell, United Assistant Company Secretary of Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Assistant Company Glaxo Wellcome plc House, Berkeley Avenue, Greenford, Secretary Middlesex UB6 ONN, England GLAXO WELLCOME HOLDINGS LIMITED John David Coombe, United Kingdom, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Welcome Direcor Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England -37- Julian Spencer Heslop, United Financial Controller of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Jeremy Alan Watkin Strachan, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome United Kingdom, Director Welcome plc House, Berkeley Avenue, Greenford, Middlesex UB ONN, England Simon Michael Bicknell, United Assistant Company Secretary of Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Company Secretary Glaxo Wellcome plc House, Berkeley Aveneue, Greenford, Middlesex UB6 ONN, England Victoria Anne Llewellyn, United Manager, Secretariat Services Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Assistant Company of Glaxo Wellcome plc House, Berkeley Avenue, Greenford, Secretary Middlesex UB6 ONN, England GLAXO WELLCOME INTERNATIONAL B.V. James Michael Thomas Cochrane, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome United Kingdom, Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England John David Coombe, United Kingdom, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Sierd Keimpe Roosjen, The Manager Director of Glaxo Huis Ter Heideweg 62, 3705 LZ, Zeist, Netherlands, Director Wellcome B.V. The Netherlands Onno Maarten Noel Rethmeier, The Finance Controller of Glaxo Huis Ter Heideweg 62, 3705 LZ, Zeist, Netherlands, Director Wellcome plc The Netherlands Julian Spencer Heslop, United Financial Controller of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Herman van Barneveld, The Financial Controller of Glaxo Huis Ter Heideweg 62, 3705 LZ, Zeist, Netherlands, Director Wellcome B.V. The Netherlands GLAXO WELLCOME INVESTMENTS B.V. James Michael Thomas Cochrane, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome United Kingdom, Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England John David Coombe, United Kingdom, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England -38- Julian Spencer Heslop, United Financial Controller of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Onno Maarten Noel Rethmeier, The Finance Diector of Glaxo Huis Ter Heideweg 62, 3705 LZ, Zeist, Netherlands, Director Wellcome B.V. The Netherlands Sierd Keimpe Roosjen, The Managing Director of Glaxo Huis Ter Heideweg 62, 3705 LZ, Zeist, Netherlands, Directors Wellcome B.V. The Netherlands Herman van Barneveld, The Financial Controller of Glaxo Huis Ter Heideweg 62, 3705 LZ, Zeist, Netherlands, Director Wellcome B.V. The Netherlands GLAXO WELLCOME INTERNATIONAL John David Coombe, United Kingdom, Executive Director of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Julian Spencer Heslop, United Financial Controller of Glaxo Glaxo Wellcome plc, Glaxo Wellcome Kingdom, Director Wellcome plc House, Berkeley Avenue, Greenford, Middlesex UB6 ONN, England Stephen Dorman, Ireland, Director Managing Director of Glaxo P.O. Box 700, Grange Road, Wellcome Ltd., Ireland Rathfarnham, Dublin 16, Ireland Dr. Aidan Borer, United Kingdom, Finance Director of Glaxo P.O. Box 700, Grange Road, Director and Secretary Wellcome Ltd., Ireland Rathfarnham, Dublin 16, Ireland
-39- INDEX OF EXHIBITS Exhibit Number Description Sequentially Numbered Page 41 1. Joint Filing Agreement among Glaxo Wellcome plc, Glaxo Group Limited, Glaxo Venture Limited, Affymax N.V., Affymax Technologies N.V., Wellcome Limited, Glaxo Wellcome Holdings Limited, Glaxo Wellcome International B.V., Glaxo Wellcome Investments B.V., Glaxo Wellcome International, Glaxo Wellcome Americas Inc., Mr. Douglas M. Hurt and Dr. Barry C. Ross. -40- EXHIBIT 1 TO SCHEDULE 13D JOINT FILING AGREEMENT Each of the undersigned hereby agrees and consents that the Amendment No. 3 to Schedule 13D filed herewith (this "Amendment") by Glaxo Wellcome plc ("Glaxo Wellcome") is filed on behalf of each of them pursuant to the authorization of each of them to Glaxo Wellcome to make such filing and that such Amendment is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of the undersigned hereby agrees that such Amendment is, and any further amendments to the Schedule 13D originally filed on February 16, 1999 by Glaxo Wellcome will be, filed on behalf of each of the undersigned. Each of the persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. This agreement may be signed in counterparts. GLAXO WELLCOME PLC GLAXO GROUP LIMITED By: /s/ S.M. Bicknell By: /s/ S.M. Bicknell ------------------- ------------------- Name: S.M. Bicknell Name: S.M. Bicknell Title: Assistant Company Title: Assistant Company Secretary Secretary GLAXO VENTURE LIMITED GLAXO WELLCOME AMERICAS INC. By: /s/ S.J. Cowden By: Jack Smith - ------------------- ----------------------- Name: S.J. Cowden Name: Jack Smith Title: Secretary Title: Secretary AFFYMAX N.V. AFFYMAX TECHNOLOGIES N.V. By: /s/ V.A. Llewellyn By: /s/ V.A. Llewellyn ------------------------- ----------------------- Name: V.A. Llewellyn Name: V.A. Llewelyn Title: Company Secretary Title: Company Secretary -41- WELLCOME LIMITED GLAXO WELLCOME HOLDINGS LIMITED By: /s/ S.M. Bicknell By: /s/ S.M. Bicknell ----------------------------- -------------------------- Name: S.M. Bicknell Name: S.M. Bicknell Title: Assistant Company Secretary Title: Company Secretary [Signatures continue on following page.] -42- [Second signature page to Joint Filing Agreement] GLAXO WELLCOME INTERNATIONAL B.V. GLAXO WELLCOME INVESTMENTS B.V. By: /s/ O.M.N. Rethmeier By: /s/ H. Van Barneveld -------------------------- ----------------------- Name: O.M.N. Rethmeier Name: H. Van Barneveld Title: Director Title: Director GLAXO WELLCOME INTERNATIONAL By: /s/ Aidan Borer ------------------- Name: Aidan Borer Title: Director DR. BARRY C. ROSS MR. DOUGLAS M. HURT By: /s/ Bary C. Ross By: /s/ Douglas M. Hurt ----------------- --------------------- -43- -----END PRIVACY-ENHANCED MESSAGE-----