-----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, RXV5/G/oN5XJZuvAx4QcocP1CRbNp2S8nT36cZG0SIXMQ51Cgae9BgHBIipBmkqe jp/JHYnThS3p1IwJw70hhA== 0000909518-02-000887.txt : 20021227 0000909518-02-000887.hdr.sgml : 20021227 20021227155856 ACCESSION NUMBER: 0000909518-02-000887 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20021227 GROUP MEMBERS: TAKARA HOLDINGS CO. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LYNX THERAPEUTICS INC CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45862 FILM NUMBER: 02870367 BUSINESS ADDRESS: STREET 1: 3832 BAY CENTER PL CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 3832 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 94545 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAKARA BIO INC CENTRAL INDEX KEY: 0001196461 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SETA 3-4-1 CITY: OTSU SHIGA STATE: M0 ZIP: 520-2193 BUSINESS PHONE: 01181775437235 MAIL ADDRESS: STREET 1: SETA 3-4-1 CITY: OTSU SHIGA STATE: M0 ZIP: 520-2193 SC 13D 1 jd12-27_13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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. 1) LYNX THERAPEUTICS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 551812-30-8 (CUSIP Number) IKUNOSHIN KATO PRESIDENT & CHIEF EXECUTIVE OFFICER TAKARA BIO, INC. SETA 3-4-1, OTSU SHIGA, 520-2193 JAPAN 81-77-543-7200 HARUHIKO TSURUMARU VICE PRESIDENT TAKARA HOLDINGS CO., LTD. NAGINATABOKO-CHO, 20 SHIMOGYO-KU KYOTO, 699-8008 JAPAN 81-75-241-5130 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) WITH A COPY TO: CRAIG W. ADAS, ESQ. WEIL, GOTSHAL & MANGES LLP 201 REDWOOD SHORES PARKWAY REDWOOD SHORES, CALIFORNIA 94065 (650) 802-3000 DECEMBER 26, 2002 ** (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 Rule 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 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - -------------------- ** On October 1, 2001, Takara Shuzo, Co. Ltd. ("Takara Shuzo") purchased 320,512 shares of Common Stock, $0.01 par value per share, of Lynx Therapeutics, Inc. (the "Issuer"). On April 1, 2002, pursuant to a corporate restructuring, Takara Shuzo transferred these shares to Takara Bio, Inc., a wholly-owned subsidiary of Takara Shuzo. In connection with the corporate restructuring, Takara Shuzo changed its name to Takara Holdings Co., Ltd. On each of September 25, 2002 and December 26, 2002, Takara Bio purchased an additional 2,040,816 shares of Common Stock of the Issuer. * 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. 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 (the "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).
- -------------------------------------------------------------------- ----------------------------------------------- CUSIP NO. 551812-30-8 13D PAGE 2 OF 6 PAGES - -------------------------------------------------------------------- ----------------------------------------------- - ------------------------- -------------------------------------------------------------------------------------- ------------------- 1 NAMES OF REPORTING PERSONS TAKARA BIO, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [x] - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 3 SEC USE ONLY - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 4 SOURCE OF FUNDS* AF - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: JAPAN - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 7 SOLE VOTING POWER: 4,402,144 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 8 SHARED VOTING POWER: 0 - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 9 SOLE DISPOSITIVE POWER: 4,402,144 - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 10 SHARED DISPOSITIVE POWER: 0 - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 4,402,144 - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.4% - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 14 TYPE OF REPORTING PERSON: CO - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 2 - -------------------------------------------------------------------- ----------------------------------------------- CUSIP NO. 551812-30-8 13D PAGE 3 OF 6 PAGES - -------------------------------------------------------------------- ----------------------------------------------- - ------------------------- ---------------------------------------------------------------------- ----------------------------------- 1 NAMES OF REPORTING PERSONS TAKARA HOLDINGS CO., LTD. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [x] - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 3 SEC USE ONLY - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 4 SOURCE OF FUNDS* AF - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: JAPAN - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 7 SOLE VOTING POWER: 0 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 8 SHARED VOTING POWER: 0 - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 9 SOLE DISPOSITIVE POWER: 0 - ------------------------- ------------------------ ---------------------------------------------------------------------- ---------- 10 SHARED DISPOSITIVE POWER: 0 - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0 - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0% - ------------------------- ----------------------------------------------------------------------------------------------- ---------- 14 TYPE OF REPORTING PERSON: CO - ------------------------- ----------------------------------------------------------------------------------------------- ----------
ITEM 1. SECURITY AND ISSUER. This statement of beneficial ownership on Schedule 13D ("Schedule 13D") relates to the common stock, par value $0.01 per share ("Lynx Common Stock"), of Lynx Therapeutics, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 25861 Industrial Boulevard, Hayward, California 94545. ITEM 2. IDENTITY AND BACKGROUND. The entities jointly filing this Schedule 13D are Takara Bio, Inc., a corporation organized under the laws of Japan ("Takara Bio"), and Takara Holdings Co., Ltd., a corporation organized under the laws of Japan ("Takara Holdings"). 3 Takara Bio is a bio-technology company which manages broad intellectual property portfolios in the fields of DNA technology, biomedical technology and neutraceuticals. Takara Bio's principal office is located at Seta 3-4-1, Otsu, Shiga 520-2193, Japan. Takara Holdings is the parent company of Takara Bio. Takara Holdings is a holding company which holds of all of the issued and outstanding shares of each of Takara Shuzo Co., Ltd. ("TSC") and Takara Bio. Prior to a corporate restructuring which is more fully described in Item 5, Takara Holdings operated under the corporate name Takara Shuzo Co., Ltd. ("Takara Shuzo"). Takara Holdings' principal office is located at Naginataboko-cho, 20 Shimogyo-ku, Kyoto 699-8008, Japan. During the last five years, neither Takara Bio, Takara Shuzo nor Takara Holdings has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 a violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On October 1, 2001, Takara Shuzo (now known as Takara Holdings) purchased 320,512 shares of Lynx Common Stock for an aggregate purchase price of $1,000,000 in cash. These shares were transferred to Takara Bio on April 1, 2002 pursuant to a corporate restructuring as described more fully in Item 5 of this Schedule 13D. On September 25, 2002, Takara Bio purchased 2,040,816 shares of Lynx Common Stock pursuant to a Common Stock Purchase Agreement between Takara Bio and the Issuer for an aggregate purchase price of $1,000,000 in cash. On December 26, 2002, Takara Bio purchased 2,040,816 shares of Lynx Common Stock pursuant to a Common Stock Purchase Agreement between Takara Bio and the Issuer for an aggregate purchase price of $1,000,000 in cash. ITEM 4. PURPOSE OF TRANSACTION. Takara Shuzo purchased 320,512 shares of Lynx Common Stock pursuant to the Collaboration Agreement, by and between Takara Shuzo and the Issuer, dated October 1, 2000, as amended on December 19, 2002, by and between Takara Bio and the Issuer (the "Collaboration Agreement"), whereby Takara Bio received a license to manufacture, distribute and sell microarrays and to provide certain genetic analysis services in Japan, China and Korea provided by the Issuer. Pursuant to the terms of the Collaboration Agreement, on approximately (i) the second anniversary of the Collaboration Agreement, (ii) before December 31, 2002, and (iii) on each of October 24, 2003 and October 24, 2004, Takara Bio is required to make an equity investment in the Issuer of $1,000,000. For such equity investment, the Issuer is obligated to authorize and issue to Takara Bio a number of shares of Lynx Common Stock equal to $1,000,000 at the market price (computed as the average market price for ten trading days immediately prior to each respective anniversary date) of Lynx Common Stock then in effect. Accordingly, 2,040,816 shares of Lynx Common Stock were purchased by Takara Bio on each of September 25, 2002 and December 26, 2002. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on December 26, 2002, Takara Bio beneficially owned (or is deemed, solely for purposes of Rule 13d-3, to beneficially own), directly or indirectly, an aggregate of 4,402,144 shares of Lynx Common Stock, representing approximately 14.4% of Lynx Common Stock outstanding on November 1, 2002. (b) Takara Bio has the sole power to vote, direct the voting of, dispose of and direct the disposition of 4,402,144 shares of Lynx Common Stock. (c) Under the terms of the Collaboration Agreement, which is more fully described in Item 4, Takara Shuzo acquired 320,512 shares of Lynx Common Stock for $3.12 per share. Pursuant to two separate spin-off plans dated December 21, 2001 (each a "Spin-off Plan"), Takara Shuzo effectuated a spin-off of two of its divisions into two newly incorporated operating companies: (i) TSC, which handles the alcoholic beverages, food and raw alcohol business, and (ii) Takara Bio, which handles the biomedical and related business. The spin-off was effective as of April 1, 2002 and was registered in Japan on the same date. All of the shares of both of these entities are wholly owned by Takara Holdings, a publicly listed holding company whose shares are traded on the Tokyo Stock Exchange. As part of the spin-off and in accordance with the Spin-off Plans, Takara Bio issued 20,000 shares of its common stock to Takara Holdings in exchange for the transfer of all of the business (including rights and obligations) of Takara Shuzo pertaining to its biomedical business, including the 320,512 shares of Lynx Common Stock. Under the terms of the Collaboration Agreement, which is more fully described in Item 4, Takara Bio has acquired 4,402,144 shares of Lynx Common Stock for $0.49 per share. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None of Takara Bio, Takara Holdings and Takara Shuzo has entered into any agreements concerning the securities or voting rights, at the time of the acquisition of the Lynx Common Stock or any time thereafter except for (i) the Collaboration Agreement, (ii) the Common Stock Purchase Agreement, dated October 1, 2001, (iii) the Common Stock Purchase Agreement, dated September 25, 2002, and (iv) the Common Stock Purchase Agreement, dated December 26, 2002. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 24.1 Power of Attorney for Takara Bio, Inc. Exhibit 24.2 Power of Attorney for Takara Holdings Co., Ltd. Exhibit 99.1 Joint Filing Agreement, dated as of December 27, 2002 between Takara Holdings Co., Ltd. and Takara Bio, Inc. 5 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: December 27, 2002 TAKARA BIO, INC. * ------------------------------------- Ikunoshin Kato President & Chief Executive Officer TAKARA HOLDINGS CO., LTD. * ------------------------------------- Haruhiko Tsurumaru Vice President *By: /s/ Shiro Kuniya ------------------------------------- Shiro Kuniya Attorney-in-Fact 6 EX-99 3 jd12-27_ex241.txt 24.1 EXHIBIT 24.1 TAKARA BIO, INC. POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Shiro Kuniya, acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Schedule 13D (and any amendments thereto including on Schedule 13G) with respect to the securities of Lynx Therapeutics, Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (A) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information; (B) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable; and (C) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of December, 2002. TAKARA BIO, INC. /s/ Ikunoshin Kato -------------------------------------------- Ikunoshin Kato President & Chief Executive Officer EX-99 4 jd12-27_ex242.txt 24.2 EXHIBIT 24.2 TAKARA HOLDINGS CO., LTD. POWER OF ATTORNEY Know all by these presents, that the undersigned hereby makes, constitutes and appoints Shiro Kuniya, acting individually, as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Schedule 13D (including any amendments thereto) with respect to the securities of Lynx Therapeutics, Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (A) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information; (B) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable; and (C) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of December, 2002. TAKARA HOLDINGS CO., LTD. /s/ Haruhiko Tsurumaru ------------------------------------- Haruhiko Tsurumaru Vice President EX-99 5 jd12-27_ex991.txt 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the stock of Lynx Therapeutics, Inc. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Date: December 27, 2002 TAKARA BIO, INC. * ----------------------------------- Ikunoshin Kato President & Chief Executive Officer TAKARA HOLDINGS CO., LTD. * ----------------------------------- Haruhiko Tsurumaru Vice President *By: /s/ Shiro Kuniya ----------------------------------- Shiro Kuniya Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----