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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.)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
232923 10 2
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(CUSIP Number)
CytoTherapeutics, Inc.
Iris Brest, Esq.
525 Del Rey Avenue, Suite C, Sunnyvale, California 94086 (408) 731-8670
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 29, 2000
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(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).
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons
Genentech, Inc.
94-2347624
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(2) Check the Appropriate Box if a Member of a Group
Not Applicable
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Delaware
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(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
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
426,094 shares Common Stock
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
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(13) Percent of Class Represented by Amount in Row (11)
2.2% of Common Stock
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(14) Type of Reporting Person (See Instructions)
CO
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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.
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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
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a. Beneficial Ownership by Genentech: 426,094
Percentage Ownership by Genentech: 2.2%
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To the best of Genentech's knowledge, none of the persons listed on Exhibit A
hereto beneficially owns any Common Stock of CTI.
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b. Sole Voting Power of Genentech: 426,094
Shared Voting Power: 0
Sole Dispositive Power of Genentech: 426,094
Shared Dispositive Power: 0
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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
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Exhibit A: Additional information regarding Item 2 hereof.
Exhibit B: Additional information regarding Item 5.c. hereof.
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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
