<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
Form 10Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For Quarter Ended: November 27, 1999
-----------------
Commission File No: 0-10824
-------
GENOME THERAPEUTICS CORP.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2297484
-------------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
100 BEAVER STREET
WALTHAM, MASSACHUSETTS 02453
---------------------- -----
(Address of principal (ZIP Code)
executive offices)
REGISTRANT'S TELEPHONE NUMBER: (781) 398-2300
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- ----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock 20,600,719
-------------- -----------------------------
$.10 Par Value Outstanding March 17, 2000
<PAGE>
Part II
Item 2. CHANGES IN SECURITIES
On October 8, 1999 the Registrant issued and sold to bioMerieux
Alliance sa 678,610 shares of its common stock in reliance on Section 4(2) of
the Securities Act for an aggregate consideration of $3,750,000. This sale was
made without general solicitation or advertising, to an investor who was
sophisticated.
-2-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized who also serves in the capacity of principal financial
officer.
Genome Therapeutics Corp.
/s/ Philip V. Holberton
---------------------------
Philip V. Holberton
(Principal Financial Officer)
-3-
