UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PATHOGENESIS CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
70321E104
(CUSIP Number)
August 19, 1999
(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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
<PAGE>
Page 5 of 7 Pages
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CUSIP NO. 70321E104 13G Page 2 of 7 Pages
- -------------------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul G. Allen
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -------- -----------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ----------------------------------------------
6 SHARED VOTING POWER
825,000 shares
----- ----------------------------------------------
7 SOLE DISPOSITIVE POWER
-0-
----- ----------------------------------------------
8 SHARED DISPOSITIVE POWER
825,000 shares
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,000 shares
- -------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
- -------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 70321E104 13G Page 3 of 7 Pages
- --------------------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vulcan Ventures Incorporated
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- -------- -----------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
----- ----------------------------------------------
6 SHARED VOTING POWER
825,000 shares
----- ----------------------------------------------
7 SOLE DISPOSITIVE POWER
-0-
----- ----------------------------------------------
8 SHARED DISPOSITIVE POWER
825,000 shares
- --------------------------- ----- ----------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,000 shares
- -------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
- -------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1 (a). Name of Issuer: Pathogenesis Corporation
Item 1 (b). Address of Issuer's Principal Executive Offices:
201 Elliott Avenue West
Seattle, Washington 98119
Item 2 (a). Name of Person Filing: Paul G. Allen and Vulcan Ventures
Incorporated
Item 2 (b). Address of Principal Business Office or, if none, Residence:
110 - 110th Avenue N.E.
Bellevue, Washington 98004
Item 2 (c). Citizenship: Paul G. Allen is a citizen of the United
States of America. Vulcan Ventures Incorporated is a
corporation organized under the laws of the State of
Washington.
Item 2 (d). Title of Class of Securities: Common Stock, $0.001 par value
per share
Item 2 (e). CUSIP Number: 70321E104
Item 3. If this Statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
Act;
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act;
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14)of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Page 4 of 7 Pages
<PAGE>
Item 4. Ownership
(a) Amount Beneficially Owned:825,000 (1)
(b) Percent of Class: 5.0% (1)
(c) Number of Shares as to which Such Person has:
(i) sole power to vote or to direct the vote -0-
(ii) shared power to vote or to direct the vote 825,000
shares (1)
(iii) sole power to dispose or to direct the disposition of -0-
(iv) shared power to dispose or to direct the disposition of
825,000 shares (1)
----------------
(1) Based upon 16,404,167 shares of Common Stock issued and
outstanding on August 13, 1999, as reported in the issuer's Quarterly Report on
Form 10-Q for the period ended June 30, 1999. All shares beneficially owned by
Paul G. Allen are held indirectly through Vulcan Ventures Incorporated, a
company owned 100% by Mr. Allen.
Item 5. Ownership of Five Percent or Less of a Class Not applicable.
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 [ ].
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 5 of 7 Pages
<PAGE>
SIGNATURES
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.
DATED: August 30, 1999.
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
------------------------------------
William D. Savoy, Vice President
/s/ Paul G. Allen
------------------------------------
Paul G. Allen
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing
Agreement is attached, hereby agree that such statement is filed, and any
amendments thereto filed by either or both of us will be filed, on behalf of
each of us.
DATED: August 30, 1999.
VULCAN VENTURES INCORPORATED
By: /s/ William D. Savoy
------------------------------------
William D. Savoy, Vice President
/s/ Paul G. Allen
------------------------------------
Paul G. Allen
<PAGE>
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint each of William D.
Savoy, Joseph D. Franzi and Allen D. Israel, signing singly, with full power of
substitution, as the true and lawful attorney of the undersigned, and authorizes
and designates him to sign on behalf of the undersigned, and to file filings and
any amendments thereto made by or on behalf of the undersigned in respect of the
beneficial ownership of equity securities held by the undersigned, directly,
indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until
withdrawn by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of August, 1999.
/s/ Paul G. Allen
------------------------------------
Paul G. Allen
