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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )(1)
GENUS, INC.
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(Name of Issuer)
COMMON STOCK
(Title of Class of Security)
372461-10-3
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(CUSIP Number)
ANTHONY T. WINN WITH A COPY TO:
CASE POSTALE 47 HERBERT H. DAVIS III, ESQ.
CH-1605 CHEXBRES, SUISSE 1200 17TH STREET, SUITE 3000
01141-21-983-1515 DENVER, CO 80202
(303) 623-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER 16, 1997
(Date of Event which Requires Filing of this Statement)
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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 13-d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See rule 13-d-1(a) for other parties to whom copies are to be
sent.
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(1)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 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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SCHEDULE 13D
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CUSIP No. 372461-10-3 Page 2 of 5 pages
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1 NAME OF REPORTING PERSON; S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ANTHONY T. WINN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF, OO
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5 CHECK BOX 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 USA
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NUMBER OF 7 SOLE VOTING POWER 1,000,000
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,000,000
REPORTING ----------------------------------------------------------------
PERSON 10 SHARED DISPOSITVE POWER -0-
WITH ----------------------------------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PARTY 1,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
This statement on Schedule 13D is filed on behalf of Mr. Anthony T.
Winn, an individual (the "Reporting Person"), relating to transactions in the
no par value common stock issued by Genus, Inc., a California corporation
(the "Issuer").
ITEM 1. SECURITY AND ISSUER:
Security: Common Stock, no par value
Issuer: Genus, Inc.
1139 Karlstad Drive
Sunnyvale, California 94089
ITEM 2. IDENTITY AND BACKGROUND.
The identity and background of the Reporting Person is as follows:
(1) The Reporting Person is an individual engaged in the business of
commercial banking. His address is Case Postale 47, CH-1605 CHEXBRES,
Suisse. During the last five years, the Reporting Person has not been either
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction that resulted in a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. The Reporting
Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person has used an aggregate of $3,146,600.86 of personal
funds and $3,522,564.05 of margin borrowings from Charles Schwab & Co., Inc.
to purchase an aggregate of 1,000,000 shares of the Issuer's common stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person intends to hold the shares of Issuer's common stock
for investment purposes, and not for the purpose of acquiring control of the
Issuer.
The Reporting Person intends to acquire additional shares of the
Issuer's common stock from time to time, provided such acquisition is
economical in the discretion of the Reporting Person based on the price of
such shares. The Reporting Person intends to request a seat on the Issuer's
Board of Directors.
The Reporting Person has no plans or proposals which relate to or would
result in: (a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (b) a sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries; (c) any material change in the present
capitalization or dividend policy of the Issuer; (d) any other material
change in the Issuer's business or corporate structure; (e) changes in the
charter, bylaws or instruments corresponding thereto of the Issuer, or other
actions which may impede the acquisition of control of the Issuer by any
person; (f) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (g) a class of equity securities of the Issuer becoming eligible
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for termination of registration pursuant to Section 12(g)(4) of the Act; or
(h) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(The number of issued and outstanding shares of the Issuer's common
stock upon which the various percentages set forth in this statement on
Schedule 13D are based does not include any outstanding securities
convertible into the Issuer's common stock or any shares of common stock of
the Issuer subject to outstanding options.)
(a) and (b) The Reporting Person is the beneficial owner of 1,000,000
shares of the Issuer's common stock, or 5.9 percent of approximately
16,965,212 shares of the Issuer's common stock issued and outstanding as of
August 11, 1997 (the latest date as of which such information is available to
the Reporting Person). The Reporting Person has the sole power to vote or to
direct the voting of all of these shares of common stock reported as owned
beneficially by it. The Reporting Person has the sole power to dispose of,
or to direct the disposition of, all of these shares of common stock reported
as owned beneficially by it.
(c) The following transactions were effected by the Reporting Person
through brokered transactions. The Issuer's shares are traded on the Nasdaq
national market. Share prices are rounded to the nearest whole cent and
costs are rounded to the nearest whole dollar.
PURCHASE DATE SHARE PRICE NUMBER OF SHARES TOTAL COST
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Sept 10, 1997* $6.20 100,000 $ 619,749
Sept 11, 1997* 6.68 93,700 626,132
Sept 12, 1997* 7.19 6,300 44,100
Sept 15, 1997* 7.19 50,000 359,375
Sept 16, 1997*+ 7.57 150,000 1,135,545
Sept 23, 1997** 7.03 53,900 378,648
Sept 24, 1997** 7.13 24,000 171,000
Sept 25, 1997* 7.14 22,100 157,739
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* Settlement date
+ Date on which holdings first exceeded 5% of total outstanding
** Trade date
(d) and (e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
To the knowledge of the Reporting Person, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
the Reporting Person and any of the persons and entities identified in Item 2
or any other persons or entities with respect to any securities of the Issuer
(including but not limited to, transfer or voting of any of the securities,
finders fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profit or loss, or the giving or
withholding of proxies).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SCHEDULE 13D
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.
Date: September 25, 1997
/s/ Anthony T. Winn
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Name: Anthony T. Winn
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