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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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CuraGen Corporation
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(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
23126R 10 1
-----------------------------------------
(CUSIP Number)
March 17, 1998
-----------------------------------------
(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)
[_] Rule 13d-1(c)
[x] 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 9 pages
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================================
CUSIP NO. 23126R 10 1 13G
================================
================================================================================
1 NAME(S) OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S)
Henry M. Rothberg
- --------------------------------------------------------------------------------
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
================================================================================
5 SOLE VOTING POWER
NUMBER OF SHARES
25,000 shares
-------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 954,496 shares (consists of (i) 10,000
shares of Common Stock owned jointly by
Mr. Rothberg and his wife, (ii) 634,130
shares of Common Stock held by Grand
Hemroc Limited Partnership, and (iii)
310,366 shares of Common Stock underlying
currently exercisable warrants held by
Grand Hemroc Limited Partnership.) Mr.
Rothberg and his wife serve as co-general
partners of Grand Hemroc Limited
Partnership.
-------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 25,000 shares
-------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 954,496 shares (consists of (i) 10,000
shares of Common Stock owned jointly by
Mr. Rothberg and his wife, (ii) 634,130
shares of Common Stock held by Grand
Hemroc Limited Partnership, and (iii)
310,366 shares of Common Stock underlying
currently exercisable warrants held by
Grand Hemroc Limited Partnership.) Mr.
Rothberg and his wife serve as co-general
partners of Grand Hemroc Limited
Partnership.
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Page 2 of 9 pages
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,496 shares (consists of (i) 25,000 shares of Common Stock held by
Mr. Rothberg (ii) 10,000 shares of Common Stock owned jointly by Mr.
Rothberg and his wife, (iii) 634,130 shares of Common Stock held by
Grand Hemroc Limited Partnership, and (iv) 310,366 shares of Common
Stock underlying currently exercisable warrants held by Grand Hemroc
Limited Partnership.) Mr. Rothberg and his wife serve as co-general
partners of Grand Hemroc Limited Partnership.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable.
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
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Page 3 of 9 pages
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================================
CUSIP NO. 23126R 10 1 13G
================================
================================================================================
1 NAME(S) OF REPORTING PERSON(S)
S.S. OR I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S)
Lillian R. Rothberg
- --------------------------------------------------------------------------------
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
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5 SOLE VOTING POWER
NUMBER OF SHARES
25,000 shares
-------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 954,496 shares (consists of (i) 10,000
shares of Common Stock owned jointly by
Mrs. Rothberg and her husband, (ii)
634,130 shares of Common Stock held by
Grand Hemroc Limited Partnership, and
(iii) 310,366 shares of Common Stock
underlying currently exercisable warrants
held by Grand Hemroc Limited Partnership.)
Mrs. Rothberg and her husband serve as co-
general partners of Grand Hemroc Limited
Partnership.
-------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 25,000 shares
-------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER
WITH 954,496 shares (consists of (i) 10,000
shares of Common Stock owned jointly by
Mrs. Rothberg and her husband, (ii)
634,130 shares of Common Stock held by
Grand Hemroc Limited Partnership, and
(iii) 310,366 shares of Common Stock
underlying currently exercisable warrants
held by Grand Hemroc Limited Partnership.)
Mrs. Rothberg and her husband serve as co-
general partners of Grand Hemroc Limited
Partnership.
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Page 4 of 9 pages
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
979,496 shares (consists of (i) 25,000 shares of Common Stock held by
Mrs. Rothberg, (ii) 10,000 shares of Common Stock owned jointly by
Mrs. Rothberg and her husband, (iii) 634,130 shares of Common Stock
held by Grand Hemroc Limited Partnership, and (iv) 310,366 shares of
Common Stock underlying currently exercisable warrants held by Grand
Hemroc Limited Partnership.) Mrs. Rothberg and her husband serve as
co-general partners of Grand Hemroc Limited Partnership.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable.
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
================================================================================
Item 1(a) Name of Issuer
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CuraGen Corporation
Item 1(b) Address of Issuer's Principal Executive Offices
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555 Long Wharf Drive
New Haven, CT 06511
Item 2(a) Name of Person Filing
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Henry M. Rothberg and Lillian R. Rothberg
Item 2(b) Address of Principal Business Office or, if none, Residence
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Laticrete International, Inc.
One Laticrete Park North
Bethany, CT 06524-3423
Page 5 of 9 pages
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Item 2(c) Citizenship
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Mr. and Mrs. Rothberg are United States citizens
Item 2(d) Title of Class of Securities
----------------------------
Common Stock
Item 2(e) CUSIP Number
------------
23126R 10 1
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
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(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 (S)240.13d-
1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F).
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G).
(h) [_] A savings associations 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 (S)240.13d-1(b)(1)(ii)(J)
Page 6 of 9 pages
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Item 4. Ownership
---------
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
Mr. Rothberg beneficially owns 979,496 shares, consisting of (i)
25,000 shares of Common Stock held by Mr. Rothberg, (ii) 10,000 shares of Common
Stock owned jointly by Mr. Rothberg and his wife, (iii) 634,130 shares of Common
Stock held by Grand Hemroc Limited Partnership, and (iv) 310,366 shares of
Common Stock underlying currently exercisable warrants held by Grand Hemroc
Limited Partnership. Mrs. Rothberg beneficially owns 979,496 shares, consisting
of (i) 25,000 shares of Common Stock held by Mrs. Rothberg, (ii) 10,000 shares
of Common Stock owned jointly by Mrs. Rothberg and her husband, (iii) 634,130
shares of Common Stock held by Grand Hemroc Limited Partnership, and (iv)
310,366 shares of Common Stock underlying currently exercisable warrants held by
Grand Hemroc Limited Partnership. Mr. and Mrs. Rothberg serve as co-general
partners of Grand Hemroc Limited Partnership.
(b) Percent of Class:
Mr. and Mrs. Rothberg own 7.0% of the Common Stock of the Issuer.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Mr. Rothberg: 25,000 shares
Mrs. Rothberg: 25,000 shares
(ii) shared power to vote or to direct the vote:
Mr. Rothberg: 954,496 shares.
Mrs. Rothberg: 954,496 shares.
(iii) sole power to dispose or to direct the disposition of:
Mr. Rothberg: 25,000 shares
Mrs. Rothberg: 25,000 shares
(iv) shared power to dispose or to direct the disposition of:
Mr. Rothberg: 954,496 shares.
Mrs. Rothberg: 954,496 shares.
Page 7 of 9 pages
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Item 5. Ownership of Five Percent or Less of a Class
--------------------------------------------
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
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Security Being Reported on By the Parent Holding Company
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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
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Not applicable.
Page 8 of 9 pages
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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.
February 2, 1999
--------------------------------
(Date)
/s/ Henry M. Rothberg
-------------------------------
(Signature)
Henry M. Rothberg
--------------------------------
(Name and Title)
/s/ Lillian R. Rothberg
--------------------------------
(Signature)
Lillian R. Rothberg
------------------------------
(Name and Title)
Exhibit 1
JOINT FILING AGREEMENT OF
HENRY M. ROTHBERG AND LILLIAN R. ROTHBERG
The undersigned hereby agree that the Schedule 13G with respect to the
securities of CuraGen Corporation dated as of even date herewith is filed on
behalf of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities and Exchange Act of 1934, as amended.
Dated: February 2, 1999
/s/ Henry M. Rothberg
---------------------------
Henry M. Rothberg
/s/ Lillian R. Rothberg
---------------------------
Lillian R. Rothberg
Page 9 of 9 pages
