SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LYNX THERAPEUTICS, INC.
----------------------------
(Name of Issuer)
Common Stock par value $.001 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
551812 30 8
-----------------
(CUSIP Number)
William K. Hoskins, Esq. Harry R. Benz
General Counsel Hoechst Corporation
Hoechst Marion Roussel, Inc. Route 202-206
10236 Marion Park Drive P.O. Box 2500
Kansas City, Missouri 64137-1405 Somerville, NJ 08876-1258
(816) 966-4000 (517) 636-1000
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 1995
-------------------------------------------------------
(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 because of Rule 13d-1(b)(4)(i)(A) or (B), check the
following box. [ ]
Check the following box if a fee is being paid with this statement [ X ].
Page 1 of 16
Exhibit Index is at Page 10
<PAGE> 2
CUSIP No. 551812 30 8
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Marion Roussel, Inc.
I.R.S. Identification Number 44-0565557
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds WC
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 400,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 400,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 400,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 14.6%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Does not include an undetermined number of shares the reporting person is
obligated to purchase upon the happening of a future event - see Item 3.
<PAGE> 3
CUSIP No. 551812 30 8
___________________________________________________________________________
1) Name of Reporting Person and its Hoechst Corporation
I.R.S. Identification Number 22-1862783
___________________________________________________________________________
2) Check the Appropriate Box if (a)[ ]
a Member of a Group (b)[ X ]
___________________________________________________________________________
3) SEC Use Only
___________________________________________________________________________
4) Source of Funds Not applicable
___________________________________________________________________________
5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
___________________________________________________________________________
6) Citizenship or Place of Organization Delaware
___________________________________________________________________________
7) Sole Voting Power 400,000*
Number of ____________________________________________________________
Shares
Beneficially 8) Shared Voting Power 0
Owned by ____________________________________________________________
Each
Reporting 9) Sole Dispositive Power 400,000*
Person With ____________________________________________________________
10) Shared Dispositive Power 0
___________________________________________________________________________
11) Aggregate Amount Beneficially Owned 400,000*
by Each Reporting Person
___________________________________________________________________________
12) Check Box If the Aggregate Amount [ ]
in Row (11) Excludes Certain Shares
___________________________________________________________________________
13) Percent of Class Represented 14.6%
by Amount in Row (11)
___________________________________________________________________________
14) Type of Reporting Person CO
___________________________________________________________________________
* Does not include an undetermined number of shares the reporting person is
obligated to purchase upon the happening of a future event - see Item 3.
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
- ------- --------------------
The securities to which this Schedule relates are shares of common
stock, par value $0.001 per share ("Common Stock"), of Lynx Therapeutics,
Inc., a Delaware corporation (the "Issuer"). All references herein to
numbers of shares of Common Stock reflect a one-for-ten reverse stock split
effective February 5, 1996. The Issuer's principal executive offices are
at 3832 Bay Center Place, Hayward, CA 94545.
ITEM 2. IDENTITY AND BACKGROUND.
- ------- ------------------------
(a) - (c), (f) This Schedule is filed on behalf of Hoechst Marion
Roussel, Inc., a Delaware corporation ("HMRI"), with a principal place of
business and principal office located at 10236 Marion Park Drive, Kansas
City, Missouri 64137-1405. The principal business of HMRI is the
discovery, development, manufacturing, marketing, and sale of pharmaceuti-
cal compounds for the treatment of human diseases. Information as to the
executive officers and directors of HMRI is set forth in Exhibit 99.E
hereto.
This Schedule also is filed on behalf of Hoechst Corporation, a
Delaware corporation ("HCorp"), and wholly owned subsidiary of Hoechst
Aktiengesellschaft, a German corporation ("Hoechst AG"). HCorp is a
holding company for most of the U.S. operations of Hoechst AG, a
multinational pharmaceutical and chemical company headquartered in
Frankfurt, Germany. The principal place of business and principal office
of HCorp is Route 202-206, Somerville, New Jersey 08876-1258. Information
as to the executive officers and directors of HCorp and Hoechst AG is set
forth in Exhibit 99.F hereto.
HCorp beneficially owns 98.2% of the outstanding common stock of HMRI
and is filing this Schedule solely with respect to its potential deemed
indirect ownership of HMRI's holdings of the securities.
(d) - (e) During the last five years, neither HMRI, HCorp, nor, to
their knowledge, any of the persons listed in Exhibits 99.E and 99.F
hereto, has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). During the last five years, neither
HMRI nor HCorp nor, to their knowledge, any of the persons listed in
Exhibits 99.E and 99.F hereto, has been a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of
which any of them was or is subject to a judgment, decree, or final order
enjoining future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
- ------- --------------------------------------------------
HMRI and the Issuer have entered into a Series D Convertible Preferred
Stock Purchase Agreement dated October 2, 1995 (the "Stock Purchase
Agreement") providing for the purchase by HMRI of 400,000 shares of Series
D Convertible Preferred Stock (the "Shares") for $5,000,000 and the
subsequent purchase by HMRI of additional shares of the Issuer's preferred
stock or Common Stock for an aggregate purchase price of $10,000,000 (the
"Additional Shares") upon achievement by the Issuer of a Practical
Application Milestone defined in the Technology Development and Services
<PAGE> 5
Agreement dated October 2, 1995, by and between the Issuer, HMRI, and
Hoechst AG (the "Technology Agreement"). The source of funds for the
purchase price of $5,000,000 for the Shares is, and of $10,000,000 for the
Additional Shares is expected to be, the working capital of HMRI. None of
such funds are expected to be borrowed or otherwise obtained for the
purpose of acquiring the Shares or the Additional Shares.
ITEM 4. PURPOSE OF TRANSACTION.
- ------- -----------------------
The Stock Purchase Agreement provides for the acquisition of the
Shares and the Additional Shares by HMRI in connection with a technology
development effort described in the Technology Agreement. The Technology
Agreement provides for HMRI and Hoechst AG (hereinafter sometimes referred
to together as "Hoechst") to provide certain immediate funding for the
development of a proprietary technology of the Issuer and certain
additional funding when the Issuer demonstrates the technology is ready for
practical application (the "Practical Application Milestone"). In return,
the Issuer will provide Hoechst with early, preferred access to the
Issuer's services applying the technology to biological samples provided by
Hoechst. Upon payment of an additional amount, Hoechst will be entitled to
receive from the Issuer certain additional services applying the technology
for an initial subscription period of at least twelve months. Hoechst will
have the right to renew its subsciption for successive one-year periods by
paying an additional sum each year. Hoechst also will have the right to
purchase from the Issuer certain additional services applying the
technology.
The descriptions of the Stock Purchase Agreement and the Technology
Agreement are qualified in their entirety by reference to such agreements,
copies of which are set forth as Exhibits 99.A and 99.B hereto.
Neither HMRI, HCorp, nor Hoechst AG currently has any plans or
proposals that relate to or would result in the acquisition by any person
of additional shares of Common Stock other than the Shares and the
Additional Shares (upon achievement of the Practical Application
Milestone), or the disposition of any of the Shares or the Additional
shares. However, any of such persons may elect to acquire or dispose of
securities of the Issuer in the future depending on its evaluation of the
Issuer's business, prospects, and financial condition, the market for the
Common Stock, other opportunities available to Hoechst, prospects for
Hoechst's own businesses, general economic conditions, money and stock
market conditions, and other future developments.
Except as set forth in this Schedule and as may be contemplated in the
Stock Purchase Agreement or the Technology Agreement, neither HMRI, HCorp,
nor Hoechst AG has any plans or proposals that relate to or would result in
any of the events described in paragraphs (a) through (j) of this Item.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------- -------------------------------------
(a) The Shares represent approximately 14.6% of the Issuer's Common
Stock outstanding at December 31, 1995 on a fully-diluted basis. The
Shares and Additional Shares together would represent approximately 25.5%
of the Issuer's outstanding Common Stock if the Additional Shares were
issued. Except as may be set forth in any subsequent amendment to this
Schedule, neither Hoechst AG nor HCorp, nor any executive officer or
director of Hoechst AG, HMRI, or HCorp, beneficially owns any of the Shares
<PAGE> 6
or any other shares of Common Stock other than through their beneficial
ownership, if any, of stock of Hoechst AG, HCorp, or HMRI. HCorp, which is
a wholly-owned subsidiary of Hoechst AG, beneficially owns more than 98% of
the outstanding stock of HMRI.
(b) HMRI has sole power to vote and to dispose of the Shares (and,
when and if issued, the Additional Shares). Neither Hoechst AG, HCorp, nor
any executive officer or director of either HMRI, HCorp, or Hoechst AG has
any power to vote or to direct the vote, or to dispose of or to direct the
disposition of, the Shares (or, when issued, the Additional Shares) except
to the extent that Hoechst AG, HCorp, or any such executive officer or
director may be deemed to have any such power by reason of such person's
relationship to or position with HMRI, HCorp, or Hoechst AG.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
- ------- RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
Other than the Stock Purchase Agreement, and an Amended and Restated
Investor Rights Agreement dated as of November 1, 1995 (the "Investor
Rights Agreement") to which HMRI and the Issuer are parties with purchasers
of the Issuer's Series B Convertible Preferred Stock and Series C
Convertible Preferred Stock, there are no contracts, arrangements,
understandings or relationships between or among HMRI, HCorp, and/or
Hoechst AG and any other person with respect to any securities of the
Issuer.
The Stock Purchase Agreement provides for the purchase from the Issuer
by HMRI of 400,000 shares of Series D Convertible Preferred Stock at $12.50
per share and for the subsequent purchase by HMRI of the Additional Shares
for $10,000,000. The Additional Shares will consist of either (i) 400,000
shares of preferred stock having terms similar to the Shares for a price of
$25.00 per share or, (ii) if the Shares have been converted into Common
Stock, the number of additional shares of Common Stock determined by
dividing $10,000,000 by the greater of $25.00 per share or the ten-day
average closing price for the Common Stock.
The shares of Series D Convertible Preferred Stock (the "Series D
Stock") comprising the Shares are convertible into Common Stock for the
option of the holder, or automatically upon the first to occur of (i) the
closing of an underwritten public offering of Common Stock at an aggregate
offering price of at least $15,000,000, (ii) the vote or consent of the
holders of a majority of the outstanding Series D Stock; or (iii) the
conversion into Common Stock of all of the outstanding shares of the
Issuer's Series B Convertible Preferred Stock and Series C Convertible
Preferred Stock. Initially, the conversion ratio is one share of Series D
Stock for one share of Common Stock, with the conversion ratio subject to
adjustment upon the happening of certain dilutive events, including
combinatons or consolidations of Common Stock, stock dividends,
reclassifications,and distributions, and the issuance of additional shares
of Common Stock at a price lower than the conversion price of the Series D
<PAGE> 7
Stock, excluding Common Stock issued upon conversion of certain of the
Issuer's preferred stock or upon exercise of certain options, warrants, or
rights.
The Investor Rights Agreement provides for the registration for sale
to the public of the shares of Common Stock into which the Shares are
convertible upon request by HMRI either (i) incidental to a registration of
Common Stock on behalf of the Issuer ("Piggyback Rights"), (ii) for an
offering of at least 500,000 shares of Common Stock or a lesser number of
shares having an anticipated aggregate offering price of at least
$10,000,000 ("Demand Rights"), once upon request by HMRI alone plus up to
three additional registrations in cooperation with holders of other
securities covered by the Investor Rights Agreement, provided that the
Demand Rights are not effective until the earlier of October 31, 1996, or
three months after the effective date of a registration statement for an
underwritten public offering by the Issuer having aggregate proceeds of at
least $15,000,000, or (iii) on Form S-3 of the Securities and Exchange
Commission for a number of shares having an anticipated aggregate offering
price of at least $500,000 ("S-3 Rights"). Demand Rights, Piggyback
Rights, and S-3 Rights are subject to numerous conditions. Demand Rights
and S-3 Rights terminate on June 1, 2006.
The Investor Rights Agreement also provides that each of the
shareholder parties thereto, including HMRI, has the right to purchase its
Pro Rata Share (as defined therein) of equity securities offered by the
Issuer, upon the same terms as other persons to whom such equity securities
are offered, subject to exclusions for shares issued pursuant to exercises
of stock options, currently exercisable warrants and conversion rights, and
in certain other events or transactions.
The description of the Investor Rights Agreement is qualified in its
entirety by reference to such agreement, a copy of which is set forth as
Exhibit 99.C hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
- ------- ---------------------------------
Exhibit 99.A Series D Convertible Preferred Stock Purchase Agreement
dated October 2, 1995, by and between HMRI and the
Issuer.
Exhibit 99.B Technology Development and Services Agreement dated
October 2, 1995, by and among HMRI, Hoechst AG, and the
Issuer.
Exhibit 99.C Amended and Restated Investor Rights Agreement dated as
of November 1, 1995, by and among the Issuer, HMRI, and
the purchasers of the Issuer's Series B Convertible
Preferred Stock and Series C Convertible Preferred
Stock
Exhibit 99.D Agreement to File Jointly dated March 21, 1996, by and
between HMRI and HCorp.
Exhibit 99.E Information concerning directors and officers of HMRI.
Exhibit 99.F Information concerning directors and executive officers
of HCorp and Hoechst AG.
<PAGE> 8
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.
HOECHST MARION ROUSSEL, INC.
Date: March 21, 1996 By: /s/ William K. Hoskins
William K. Hoskins
Vice President,
General Counsel, and
Corporate Secretary
<PAGE> 9
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.
HOECHST CORPORATION
Date: March 21, 1996 By: /s/ David A. Jenkins
David A. Jenkins
Vice President, General
Counsel and Secretary
<PAGE> 10
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ------------ ---------
99.A Series D Convertible Preferred Stock Purchase
Agreement dated as of October 2, 1995, by and
between HMRI and the Issuer (to be filed by
amendment)
99.B Technology Development and Services Agreement
dated as of October 2, 1995, by and among
Hoechst AG, HMRI, and the Issuer (to be filed
by amendment)
99.C Amended and Restated Investor Rights Agreement
dated as of November 1, 1995, by and among the
Issuer, HMRI, and the purchasers of the Issuer's
Series B Convertible Preferred Stock and Series
C Convertible Preferred Stock (to be filed by
amendment)
99.D Agreement to File Jointly by and between HMRI 11
and HCorp dated March 21, 1996
99.E Information concerning directors and officers 12
of HMRI
99.F Information concerning directors and executive 13
officers of HCorp and Hoechst AG.
<PAGE> 11
EXHIBIT 99.D
AGREEMENT TO FILE JOINTLY
We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of us.
HOECHST CORPORATION
Date: March 21, 1996 By: /s/ David A Jenkins
David A. Jenkins
Vice President, General
Counsel and Secretary
HOECHST MARION ROUSSEL, INC.
Date: March 21, 1996 By: /s/ William K. Hoskins
Vice President,
General Counsel, and
Corporate Secretary
<PAGE> 12
Exhibit 99.E
Directors and Officers of Hoechst Marion Roussel, Inc.
The following sets forth the name, title, business address, and
present principal occupation of each of the directors and executive
officers of HMRI as of January 1, 1996. All are citizens of the United
States unless otherwise indicated in parentheses under his or her name.
Name Title Address
- ---- ----- -------
Fred W. Lyons, Jr. Chairman of the Board 10236 Marion Park Drive
and Director Kansas City, MO 64137
Peter W. Ladell President and Chief 10236 Marion Park Drive
(Canada) Executive Officer Kansas City, MO 64137
and Director
Alban W. Schuele Vice President, Chief 10236 Marion Park Drive
Financial Officer and Kansas City, MO 64137
Treasurer and Director
Richard J. Markham Deputy Head of the 10236 Marion Park Drive
Pharmaceutical Division Kansas City, MO 64137
of Hoechst AG and
Director of HMRI
Jean-Pierre Godard Head of the Pharma- Hoechst AG
(France) ceuticals Division of 65926 Frankfurt Main
Hoechst AG and President Germany
of the Board of Roussel
Uclaf; Director of HMRI
Karl-Gerhard Seifert, Member of the Board of Hoechst AG
Ph.D. (Germany) Management; Pharmaceuti- 65926 Frankfurt Main
cal and Diagnostics Germany
Divisions; Schwarzkopf
of Hoechst AG
and Director of HMRI
James P. Mitchum Vice President, Finance 10236 Marion Park Drive
and Administration, Kansas City, MO 64137
and Controller
Tommy R. White Vice President, Human 10236 Marion Park Drive
Resources and Corporate Kansas City, MO 64137
Relations
Kirk R. Schueler Vice President, U. S. 10236 Marion Park Drive
Commercial Director Kansas City, MO 64137
Charles A. Portwood Vice President, 10236 Marion Park Drive
Operations Kansas City, MO 64137
William K. Hoskins Vice President, 10236 Marion Park Drive
General Counsel and Kansas City, MO 64137
Corporate Secretary
<PAGE> 13
EXHIBIT 99.F
CERTAIN INFORMATION RELATING
TO DIRECTORS AND EXECUTIVE OFFICERS
1. Directors and Executive Officers of Hoechst AG.
-----------------------------------------------
The following table sets forth the name, business address, present
principal occupation or employment of each member of the Supervisory Board
and the Board of Management (substantially the same as directors and
executive officers) of Hoechst AG. All of the members of the Supervisory
Board and the Board of Management are citizens of Germany except for
Messrs. Furgler, Hussain, and Drew who are citizens of Switzerland, Kuwait
and the United States, respectively. Unless otherwise indicated, the
business address of each of the individuals named below is Hoechst AG,
65926 Frankfurt Main, Germany, and each occupation set forth opposite the
individual's name refers to employment with Hoechst AG.
Name and Business Address Principal Present Occupation
- ------------------------- ----------------------------
SUPERVISORY BOARD
Erhard Bouillon Chairman of the Supervisory Board
Willi Esser Mechanic; Member of the Central Works Council
of Hoechst AG
Dr. -Ing. E.h. Member of the Supervisory Board
Werner H. Dieter
Mannesmann AG
Postfach 10 36 41
40027 Dusseldorf
Germany
Dietrich-Kurt Frowein Member of the Board of Management of
Commerzbank AG Commerzbank AG
Postfach 10 05 05
60005 Frankfurt am Main
Germany
Dr. iur. Dr. h.c. mult. Member of the Supervisory Board
Kurt Furgler
DoufourstraBe 34
Scoitzerland
CH-9000 St. Gallen
Switzerland
Prof. Dr. rer. nat. Member of the Supervisory Board
Dr. -Ing. E.h.
Heinz Harnisch
Jugen Hilger Member of the Central Works Council of
Hoechst AG
Dr. rer. nat. Graduate Chemist; Chairman of
Ingolf Hornke the Senior Executives' Committee of
Hoechst AG
<PAGE> 14
Hani Abdul-Aziz Hussain Managing Director - Marketing Petrochemical
Kuwait Petroleum Corp. Industries Co. (K.S.C.), Kuwait
P.O. Box 26565
Safat -- Kuwait
Hermann-Heinz Konrad Graduate Engineer; Deputy Chairman of the
Senior Executives' Committee of Hoechst AG
Rainer Kumlehn Electrician; Regional Head of the IG Chemie-
IG Chemie-Papier Papier-Keramik Hessen
Keramik Hessen
Wilhelm-Lerner-StraBe 69-7
60329 Frankfurt am Main
Germany
Prof. Dr. rer. nat. University of Konstanz; Biology Department
Dr. rer. nat. h.c.
Hubert Markl
HollanderstraBe 22
78465 Konstanz
Germany
Juergen Sarrazin Chairman of the Board of Managing Directors
Dresdner Bank AG of Dresdner Bank AG
Jergen-Ponto Platz
D-60301 frankfurt am Main
Germany
Egon Schaefer Electrician; Deputy Chairman of IG Chemie-
IG Chemie-Papier-Keramik Papier-Keramik
Postfach 30
30030 Hannover
Germany
Dr. jur. Chairman of the Board of Management of
Hans-Juergen Schinzler Muenchener Ruckversicherungs-Gesellschaft
Muenchener
Ruckversicherungs-Gesellschaft
80791 Munchen
Germany
Konrad Starnecker Skilled Chemical Plant Operative; Member of
Furstbert 1 the Central Works Council of Hoechst AG
84556 Kastl, Kr. Altotting
Germany
Wolfgang Vetter Fitter; Member of the Central Germany Works
LinkstraBe 1 Council of Works Council of Hoechst AG
65933 Frankfurt am Main
Kurt F. Viermetz Vice Chairman of J.P. Morgan & Co. Inc.
J.P. Morgan & Co. Inc.
60 Wall Street
New York, New York
10260-0060
<PAGE> 15
Arnold Weber Chairman of the Central Works Council of
Rauenthaler 31 Hoechst AG
60529 Frankfurt am Main
Germany
Adam Wegehingel Member of the Central Works Council of
Hoechst AG Hoechst AG
Werk Gersthofen
Adolph von Baeyer Str. 3
866369 Gersthofen
Germany
BOARD OF MANAGEMENT
Juergen Dormann Chairman of the Board of Management
Dr. Ernest H. Drew, Ph.D. Member of the Board of Management; Chemicals,
Specialty Chemicals, Technical Polymers
Divisions
Prof. Dr. rer. nat. Member of the Board of Management;
Utz-Hellmuth Felcht Director of Personnel; Research; Herberts,
SGL Carbon, Hoechst CeramTec
Dr. jur. Martin Fruehauf Member of the Board of Management; Finance
and Accounts, Legal Matters, Patents, Taxes,
Insurance
Dr. rer. pol. Deputy Chairman of the Board of Management;
Guenter Metz Fibres and Fibre Intermediates, Plastics and
Films Divisions; the Americas
Dipl. -Kfm. Member of the Board of Management;
Justus Mische Europe, Africa; Materials Management
Dr. rer. nat. Member of the Board of Management;
Karl-Gerhard Seifert Pharmaceutical and Diagnostics Divisions;
Schwarzkopf
Dr. -Ing. Member of the Board of Management; Messer
Ernst Schadow Griesheim, Uhde; Engineering and
Environmental Protection; Hoechst Site
Dipl.-Ing. Member of the Board of Management; Asia;
Horst Waesche AgrEvo; Hoechst Veterinar; Informatics and
Communication
2. Directors and Executive Officers of Hoechst Corporation.
--------------------------------------------------------
The following table sets forth the name and present principal
occupation or employment of each director and executive officer of Hoechst
Corporation. All such directors and officers are citizens of the United
States, except Messrs. Engels, Felcht, Fruehauf, Metz, Schmieder, Seifert
and Warning who are citizens of Germany. The business address of Messrs.
Benz, Engels, Kennedy, Harris, Schmieder and Warning is Hoechst Celanese
Corporation ("HCC"), Route 202-206, P.O. Box 2500, Somerville, New Jersey
08876-1258, and the business address of Messrs. Drew, Felcht, Fruehauf,
Metz and Seifert is Hoechst AG, 65926 Frankfurt Main, Germany.
<PAGE> 16
Name/Position with Parent Principal Present Occupation
- ------------------------- ----------------------------
Harry R. Benz Senior Vice President - Finance,
Senior Vice President - Chief Financial Officer and Director - HCC
Finance and Chief
Financial Officer
and Director
Dr. Ernest H. Drew, Ph.D. See "Directors and Executive Officers of
Director Hoechst AG"
Prof. Dr. rer. nat. Utz- See "Directors and Executive Officers of
Hellmuth Felcht Hoechst AG"
Director
Dr. jur. Martin Fruehauf See "Directors and Executive Officers of
Director Hoechst AG"
William B. Harris Senior Vice President and Director - HCC
Director
David A. Jenkins Vice President and General Counsel and
Vice President, General Director - HCC
Counsel and Secretary
Thomas F. Kennedy President and Chief Executive Officer and
Director Director - HCC
Dr. rer. pol. See "Directors and Executive Officers of
Guenter Metz Hoechst AG"
Chairman of the Board,
Chief Operating Officer
and President
Perry W. Premdas Vice President and Treasurer - HCC
Vice President and
Treasurer
Dr. Klaus J. Schmieder Vice President - HCC
Vice President
Alban W. Schuele See "Directors and Officers of Hoechst Marion
Vice President Roussel, Inc."
Dr. rer. nat. Karl-Gerhard See "Directors and Executive Officers of
Seifert Hoechst AG"
Director
Raymond W. Smedley Vice President and Controller - HCC
Vice President
and Controller
Dr. Klaus Warning Vice President and Director - HCC
Director
