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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
GENEMEDICINE, INC.
(Name of Issuer)
COMMON STOCK
Par Value $.01 Per Share
(Title of Class of Securities)
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36870710
(Cusip Number)
CORANGE INTERNATIONAL LIMITED
(Name of Persons Filing Statement)
Peter R. Douglas
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Tel No.: 212-450-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
March 5, 1998
(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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
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SCHEDULE 13D
CUSIP No. 36870710 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CORANGE INTERNATIONAL LIMITED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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
BERMUDA
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
1,396,406
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,396,406
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,396,406; see also Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.62%; see also Item 5
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Corange International Limited ("Buyer") hereby amends and supplements its
Report on Schedule 13D (as subsequently amended, the "Schedule 13D") with
respect to shares of common stock, $.01 par value (the "Shares") of
Genemedicine, Inc. (the "Company").
Unless otherwise indicated, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Schedule 13D.
Item 1. Identity and Background
On March 5, 1998, Roche Healthcare Limited, a Bermuda corporation
("Purchaser"), consummated its acquisition of all of the outstanding capital
stock of Corange Limited ("Corange") (the "Acquisition"). At the time of the
Acquisition, Buyer, a wholly-owned subsidiary of Corange, owned 1,396,406
Shares.
Purchaser is a wholly owned subsidiary of Roche Finance Ltd, a Swiss
corporation ("Finance"), which, in turn, is a wholly owned subsidiary of Roche
Holding Ltd, a Swiss corporation ("Holding"). Dr. h.c. Paul Sacher, an
individual and citizen of Switzerland ("Dr. Sacher") has, pursuant to an
agreement, the power to vote a majority of the voting securities of Holding.
Buyer, Purchaser, Finance, Holding and Dr. Sacher are herein referred to
collectively as the "Reporting Persons".
The address of the principal offices of Corange, Buyer and Purchaser is
Church & Parliament Sts., Hamilton, HM 12, Bermuda. The address of the principal
offices of Finance is Grenzacherstrasse 122, Basel, Switzerland. The address of
the principal offices of Holding is Grenzacherstrasse 124, Basel 4002,
Switzerland. The business address of Dr. Sacher is Haus auf Burg, Muensterplatz
4, Basel 4051, Switzerland.
The name, citizenship, present principal occupation and material position
held during the last five years of each of the officers and directors of each
Reporting Person are set forth on Schedules A, B, C and D hereto. During the
last five years, none of the Reporting Persons, nor to the knowledge of the
Reporting Persons, any of the persons listed in Schedules A-D (i) has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to 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.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of the Transaction.
The purpose of the Acquisition was to acquire control of Buyer. In the
ordinary course of its business, Holding from time to time reviews and evaluates
all of its investments. Subject to market conditions and other factors
(including the long term business plan of Holding and the provisions of the
Purchase Agreement and the Alliance Agreement (as defined in the Schedule 13D)),
Holding expects that it or its affiliates may from time to time acquire or
dispose of shares of Common Stock in open-market, privately negotiated or other
transactions. Other than as disclosed herein, none of the Reporting Persons has
any plans or proposals which relate to or would result in any of the events set
forth in Item 4(a)-(j) of Schedule 13D.
Item 5.
(a)-(b) The information set forth on the inside cover page hereof in rows
11 and 13 is incorporated herein by reference.
In addition to the shares of Common Stock owned by Buyer, Syntex
Corporation, an indirect wholly owned subsidiary of Holding (but not a
subsidiary of Purchaser), beneficially owns 2,142,856 shares of Common Stock (or
12.94% of the sum of (i) 14,513,775 shares of Common Stock reported by the
Company as outstanding as of March 23, 1998 plus (ii) 2,142,856 shares of Common
Stock issuable to Syntex Corporation), which includes (i) 3,750,000 shares of
Series B Preferred Stock reflected on an as converted basis, at a conversion
rate of one (1) share of Common Stock for each three and one-half (3.5) shares
of Series B Preferred Stock (for an aggregate of 1,071,428 shares of Common
Stock) and (ii) 1,071,428 shares of Common Stock issuable upon exercise of a
warrant at a price of $21.00 per share that expires April 1999.
(c) None.
(d) None.
(e) Not applicable.
Item 6.
None other than as set forth in the Schedule 13D.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: April 7, 1998
CORANGE INTERNATIONAL LIMITED
By: /s/ Graham B.R. Collis
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Name: Graham B.R. Collis
Title: Director
SCHEDULE A
Executive Officers and Directors(*)
of
Corange International Limited
The names of the Directors and the names and titles of the Executive
Officers of Corange International Limited and their business addresses and
principal occupations are set forth below. If no address is given, the
Director's or Executive Officer's business address is that of Purchaser. Each
individual is a citizen of Bermuda.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
John R. Talbot...................................Member of the Board,
President
Graham B.R. Collis...............................Member of the Board,
Vice President
C. George Burch..................................Member of the Board, Treasurer
C.F. Alexander Cooper............................Member of the Board
Nicolas G. Trollope..............................Alternate Director
Wayne Morgan.....................................Secretary
I.S. Outerbridge.................................Assistant Secretary
SCHEDULE B
Executive Officers and Directors(*)
of
Roche Healthcare Limited
The names of the Directors and the names and titles of the Executive
Officers of Roche Healthcare Limited and their business addresses and principal
occupations are set forth below. If no address is given, the Director's or
Executive Officer's business address is that of Purchaser. Each individual is a
citizen of Bermuda.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
John R. Talbot...................................Member of the Board,
President
Graham B.R. Collis...............................Member of the Board,
Vice President
C. George Burch..................................Member of the Board
C.F. Alexander Cooper............................Member of the Board
Nicolas G. Trollope..............................Alternate Director
Wayne Morgan.....................................Secretary
I.S. Outabridge..................................Assistant Secretary
SCHEDULE C
Executive Officers and Directors(*)
of
Roche Finance Ltd
The names of the Directors and the names and titles of the Executive
Officers of Roche Finance Ltd and their business addresses and principal
occupations are set forth below. If no address is given, the Director's or
Executive Officer's business address is that of Roche Holding Ltd. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Roche Holding Ltd and each individual is a Swiss citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
*Mr. Fritz Gerber................................Chairman of the Board
(President)
*Dr. Andres F. Leuenberger.......................Vice President of the Board
*Dr. Henri B. Meier..............................Chief Financial Officer
SCHEDULE D
Executive Officers and Directors(*)
of
Roche Holding Ltd
The names of the Directors and the names and titles of the Executive
Officers of Roche Holding Ltd and their business addresses and principal
occupations are set forth below. If no address is given, the Director's or
Executive Officer's business address is that of Roche Holding Ltd. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Roche Holding Ltd and each individual is a Swiss citizen, except that
Prof. Knowles is a British citizen and Mr. Belingard is a French citizen.
Business Address
- ----------------
Roche Holding Ltd
Grenzacherstrasse 124
CH-4070 Basel
Name Present Principal Occupation
- ---- ----------------------------
Dr. h.c. Fritz Gerber............Executive Chairman of the Board of Directors
Dr. Andres F. Leuenberger........Vice Chairman of the Board of Directors
Rolf Hanggi......................Vice Chairman of the Board of Directors
Andre Hoffmann...................Member of the Board of Directors, Venture
Ashwood Associates Capitalist
17 Cromwell Place
London SW7 2LA, England
Dr. Franz B. Humer...............Member of the Board of Directors, Chairman of
the Corporate Executive Committee, Head of
Pharmaceuticals Division
Dr. Henri B. Meier...............Member of the Board of Directors and Executive
Committee, Group Chief Financial Officer
Dr. Andreas Oeri.................Member of the Board of Directors, Surgeon
Clarahofweg 19a
4005 Basel, Switzerland
Prof. Dr. jur. Kurt Jenny........Member of the Board of Directors, Lawyer
Aeschengraben 18
4051 Basel, Switzerland
Prof. Dr. Werner Stauffacher.....Member of the Board of Directors, Head of
Head of Department of Research Department of Research, University of Basel
University of Basel
Hebelstrasse 32
4056 Basel, Switzerland
Name Present Principal Occupation
- ---- ----------------------------
Prof. Charles Weissmann...........Member of the Board of Directors, Professor,
Institut fur Molekularbiologie I University of Zurich
der Universitat Zurich
Hoenggerberg
8093 Zurich, Switzerland
Dr. Markus Altwegg................Member of the Executive Committee,
Head of Roche Pharma Switzerland
Mr. Jean-Luc Belingard............Member of the Executive Committee, Head of
Diagnostics Division
Dr. Roland Bronnimann.............Member of the Executive Committee, Head of
Vitamins and Fine Chemicals Division
Prof. Dr. Jonathan Knowles........Member of the Executive Committee,
Head of Global Pharmaceutical Research
Dr. Kuno Sommer...................Member of the Executive Committee, Head of
Fragrances and Flavours Division
Dr. Gerald Moller Member of the Executive Committee, Head of
Pharmaceutical Development
