UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___________)*
AFFYMETRIX, INC.
- ----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
- ----------------------------------------------------------------------------
(Title of Class of Securities)
00826T 10 8
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / / . (A
fee is not required only if the filing 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 five percent or less of such
class.) (See Rule 13d-7).
* 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>
CUSIP No. 00826T 10 8 13G Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLAXO WELLCOME PLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NUMBER OF 7,731,731
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH NONE
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
7,731,731
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,731,731
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.4%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 00826T 10 8 13G Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLAXO GROUP LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NUMBER OF
SHARES 7,705,067
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING NONE
PERSON
WITH 7 SOLE DISPOSITIVE POWER
7,705,067
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,705,067
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.3%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLAXO VENTURE LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NUMBER OF 7,705,067
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH NONE
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
7,705,067
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,705,067
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.3%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 00826T 10 8 13G Page 5 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AFFYMAX N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NETHERLANDS
5 SOLE VOTING POWER
NUMBER OF 7,705,067
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH NONE
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITY
7,705,067
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,705,067
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.2%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 00826T 10 8 13G Page 6 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DOUGLAS HURT
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
NONE
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,332 (Not to be construed as an admission of beneficial
ownership.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 00826T 10 8 13G Page 7 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARRY ROSS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND
5 SOLE VOTING POWER
NONE
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH NONE
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,332 (Not to be construed as an admission of beneficial
ownership.)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 00826T 10 8 13G Page 8 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AFFYMAX TECHNOLOGIES N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
JOINT FILING (a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
NETHERLANDS ANTILLES
5 SOLE VOTING POWER
6,746,592
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 6,746,592
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,746,592
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.8%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.(a) Name of Issuer
Affymetrix, Inc.
Item 1.(b) Address of Issuer's Principal Executive Offices
3380 Central Expressway, Santa Clara, California 95051
Item 2.(a) Name of Person Filing
This statement on Schedule 13G (this "Schedule 13G") is being filed
jointly by the following persons: (i) Glaxo Wellcome plc, (ii) Glaxo Group
Ltd., (iii) Glaxo Venture Ltd., (iv) Affymax N.V., (v) Affymax Technologies
N.V., (vi) Mr. Douglas Hurt, and (vii) Dr. Barry Ross. The foregoing persons
shall collectively be referred to herein as the "Glaxo Reporting Persons".
Item 2.(b) Address or Principal Business Office or, if none, Residence
The address of the principal business office of each of the Glaxo
Reporting Persons is attached hereto as Schedule A.
Item 2.(c) Citizenship
The corporate or individual citizenship of each of the Glaxo Reporting
Persons is as follows: (i) Glaxo Wellcome plc (England), (ii) Glaxo Group
Ltd. (England), (iii) Glaxo Venture Ltd. (England), (iv) Affymax N.V.
(Netherlands), (v) Affymax Technologies N.V. (Netherlands Antilles), (vi) Mr.
Douglas Hurt (England), and (vii) Dr. Barry Ross (England).
Item 2.(d) Title of Class of Securities
Common Stock, No Par Value ("Affymetrix Common Stock")
Item 2.(e) CUSIP No.
00826T 10 8
Item 3. If this statement is filed pursuant to Rules 13d-l(b), or 13d-2(b),
check whether the person filing is a:
(a) / / Broker or dealer registered under section 15 of the Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance company as defined in section 3(a)(19) of the Act
(d) / / Investment company registered under section 8 of the Investment
Company Act
(e) / / Investment adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) / / Employee benefit plan, pension fund which is subject to
provisions of the Employee Retirement Income Security Act of 1974
or endowment fund; see Section 240.13d-1(b)(1)(ii)(F)
(g) / / Parent holding company, in accordance with
Section 240.13d-1(b)(ii)(G). (Note: See Item 7)
<PAGE>
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned
See line item (9) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(b) Percent of Class
See line item (11) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
See line item (5) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(ii) Shared power to vote or to direct the vote
See line item (6) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(iii) Sole power to dispose or to direct the disposition of
See line item (7) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
(iv) Shared power to dispose or to direct the disposition of
See line item (8) of each Glaxo Reporting Person's cover page to this
Schedule 13G.
Mr. Douglas Hurt and Dr. Barry Ross are each directors of Affymetrix,
Inc. designated by Glaxo Wellcome plc ("Glaxo Wellcome"). Each such
individual may be deemed to beneficially own 13,332 shares of Affymetrix
Common Stock (the "Directors' Shares") pursuant to certain currently
exercisable stock options granted to them by Affymetrix, Inc. The Directors'
Shares are held by Mr. Douglas Hurt and Dr. Barry Ross for the benefit of
Glaxo Wellcome which has the sole power to direct both the voting and
disposition of such shares.
Mr. Douglas Hurt and Dr. Barry Ross each disclaims beneficial ownership
of the securities of Affymetrix, Inc. reported in this Schedule 13G, and the
filing of this Schedule 13G shall not be construed as an admission that these
individuals are the beneficial owners of any Affymetrix, Inc. securities.
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 / /.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
<PAGE>
To the best knowledge of the Reporting Persons, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities of Affymetrix, Inc. which are the
subject of this Schedule 13G.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Exhibit 1.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable.
<PAGE>
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.
GLAXO WELLCOME PLC
By: /s/ S. J. Cowden
-----------------------------
Title: Secretary
Dated: February 14, 1997
<PAGE>
SCHEDULE A TO SCHEDULE 13G
ITEM 2(b) DISCLOSURE REGARDING ADDRESS OF PRINCIPAL BUSINESS OFFICE
The principal business address of each of the Glaxo Reporting
Persons is set forth below:
Glaxo Wellcome plc
Lansdowne House
Berkeley Square
London W1X 6BQ
England
Glaxo Group Ltd. and Glaxo Venture Ltd.
Glaxo Wellcome House
Berkeley Avenue
Greenford, Middlesex UB6 0NN
England
Affymax N.V.
891-995 Greenford Road
Greenford, Middlesex UB6 0HE
England
Affymax Technologies N.V.
De Ruyterkade 62
Curacao
Netherlands Antilles
Mr. Douglas Hurt
Glaxo Wellcome Inc.
Five Moore Drive
Research Triangle Park
North Carolina 27709
USA
Dr. Barry Ross
Glaxo Research and Development Ltd.
891-995 Greenford Road
Greenford, Middlesex UB6 0HE
<PAGE>
INDEX OF EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
1. Item 7 Disclosure Regarding Subsidiaries 14
2. Joint Filing Agreement, dated February 14, 15
1997, among Glaxo Wellcome plc, Glaxo
Group Ltd., Glaxo Venture Ltd., Affymax
N.V., Affymax Technologies N.V., Mr.
Douglas Hurt and Dr. Barry Ross
<PAGE>
EXHIBIT 1 TO SCHEDULE 13G
ITEM 7 DISCLOSURE REGARDING SUBSIDIARIES
Glaxo Wellcome plc ("Glaxo Wellcome") is the ultimate parent holding
company with respect to all of the other Glaxo Reporting Persons, other than
Mr. Douglas Hurt and Dr. Barry Ross. Glaxo Wellcome owns, directly and
indirectly, 100% of Glaxo Group Ltd. ("Glaxo Group"). Glaxo Group in turn
owns 100% of Glaxo Venture Ltd. ("Glaxo Venture") which owns approximately
99% of Affymax N.V. ("Affymax") of which Affymax Technologies N.V. ("Affymax
Technologies") is a wholly-owned subsidiary. Neither Glaxo Wellcome, Glaxo
Group nor Glaxo Venture directly holds any shares of Affymetrix Common Stock.
The Glaxo Reporting Persons filing this Schedule 13G may be deemed to
beneficially own shares of Affymetrix Common Stock in the following amounts:
Person Shares of Affymetrix Shares of Affymetrix
Common Stock Directly Common Stock
Owned, Including Beneficially Owned
Pursuant to Warrants
1. Affymax Technologies 6,746,592 6,746,592
2. Affymax 958,475 7,705,067
3. Glaxo Venture 0 7,705,067
4. Glaxo Group 0 7,705,067
5. Glaxo Wellcome 0 7,731,731
<PAGE>
EXHIBIT 2
---------
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents that the Schedule
13G filed herewith (the "Schedule 13G") by Glaxo Wellcome plc ("Glaxo
Wellcome") is filed on behalf of each of them pursuant to the authorization
of each of them to Glaxo Wellcome to make such filing and that such Schedule
13G is filed jointly on behalf of each of them, pursuant to Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder. Each of these persons is not responsible for the
completeness or accuracy of the information concerning the other persons
making this filing unless such person knows or has reason to believe that
such information is inaccurate. This agreement may be signed in
counterparts.
GLAXO WELLCOME PLC GLAXO GROUP LTD.
By: /s/ S. J. Cowden By: /s/ S. J. Cowden
Title: Secretary Title: Secretary
GLAXO VENTURE LTD. AFFYMAX N.V.
By: /s/ S.J. Cowden By: /s/ Adrian Hennah
Title: Company Secretary Title: Director
MR. DOUGLAS HURT DR. BARRY ROSS
By: /s/ Douglas Hurt By: /s/ Barry Ross
AFFYMAX TECHNOLOGIES N.V.
By: /s/ Adrian Hennah
Title: Director
Dated: February 14, 1997
