SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Lynx Therapeutics, Inc.,
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
[ ] 14a-6(i)(3). Fee computed on table below per Exchange Act Rules
[ ] 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[X] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
LYNX THERAPEUTICS, INC.
3832 Bay Center Place
Hayward, California 94545
PROXY STATEMENT
October 7, 1996
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed consent is solicited on behalf of the Board of Directors
of Lynx Therapeutics, Inc., a Delaware corporation (the "Company"), for the
purpose set forth herein. The Company intends to mail or deliver this Proxy
Statement and accompanying action by written consent on or about October 7,
1996, to certain stockholders entitled to vote for the proposal set forth below.
The Company will not take any corporate action contemplated herein prior to
October 28, 1996.
Solicitation
The Company will bear the entire cost of solicitation of consents,
including preparation, assembly, printing and mailing of this Proxy Statement,
the consents and any additional information furnished to stockholders. Copies of
solicitation materials may be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of consents by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.
Voting Rights and Outstanding Shares
Only certain holders of record of Common Stock, Series B Preferred
Stock, Series C Preferred Stock and Series D Preferred Stock at the close of
business on October 7, 1996 will receive this Proxy Statement and the written
consent. At the close of business on October 7, 1996, the Company had
outstanding and entitled to vote 2,345,466 shares of Common Stock, 332,288
shares of Series B Preferred Stock, 123,299 shares of Series C Preferred Stock
and 40,000 shares of Series D Preferred Stock. Each share of Common Stock is
entitled to one vote, and each share of Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock is entitled to one vote for each
share of Common Stock into which such share of Preferred Stock is convertible.
Each share of Series B Preferred Stock, Series C Preferred Stock and Series D
Preferred Stock is convertible into 10 shares of Common Stock. Certain holders
of outstanding Common Stock and Preferred Stock are being asked to take action
by written consent to adopt the proposal described in this Proxy Statement, and
such action will be approved if holders of Common Stock and Preferred Stock
constituting a majority of the votes collectively attributable to the
outstanding Common Stock and Preferred Stock (calculated on an as-if-converted
to Common Stock basis) shall sign the written consent and deliver it to the
Company within the time frame specified above. To be effective, executed
consents must be returned to the Company not more than 60 days after the date of
the executed consent bearing the earliest date.
All votes will be tabulated by the designated Inspector of Election.
Abstentions and broker non-votes will have the same effect as negative votes.
Revocability of Consents
Any person giving a consent pursuant to this solicitation has the power
to revoke it at any time before the requisite consents to adopt the proposal
shall have been received by the Company. A consent may be revoked by filing with
the Secretary of the Company at the Company's principal executive office, 3832
Bay Center Place, Hayward, California 94545, a written notice of revocation.
<PAGE>
Stockholder Proposals
Proposals of stockholders that are intended to be presented at the
Company's next Annual Meeting of Stockholders must be received by the Company
not later than December 10, 1996, in order to be included in the proxy statement
and proxy relating to that Annual Meeting. Stockholders are also advised to
review the Company's By-laws, which contain additional requirements with respect
to advance notice of stockholder proposals and director nominations.
Proposal: Approval of Certificate of Amendment
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Amended and Restated Certificate of Incorporation
solely to decrease the authorized number of shares of the Company's Common Stock
from 120,000,000 shares to 20,000,000 shares and the authorized number of shares
of the Company's Preferred Stock from 25,000,000 shares to 2,000,000 shares.
Purpose of Decrease. The decrease in the number of authorized shares of
Common Stock and Preferred Stock is intended to decrease the Company's Delaware
franchise tax liability, which is based in part on the number of authorized
shares. The decrease in the number of authorized shares shall have no effect on
the rights of existing securityholders.
The consent of holders of Common Stock and Preferred Stock constituting
a majority of the votes collectively attributable to the outstanding shares of
Common Stock and Preferred Stock (calculated on an as-if-converted to Common
Stock basis) will be required to approve this amendment of the Company's Amended
and Restated Certificate of Incorporation.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF THE ABOVE PROPOSAL.
Security Ownership of Certain Beneficial Owners and Management
<TABLE>
The following table sets forth certain information regarding beneficial
ownership of each class of the Company's voting stock as of October 7, 1996 by
(i) each stockholder who is known by the Company to own beneficially more than
5% of the Common Stock; Series B Preferred Stock; Series C Preferred Stock and
Series D Preferred Stock; (ii) each Named Executive Officer of the Company;
(iii) each director of the Company; and (iv) all directors and executive
officers of the Company as a group. All Series D Preferred Stock is held by
Hoechst Marion Roussel as reflected in the common stock table and as noted in
footnote (6).
<CAPTION>
Series B Series C
Common Stock(1) Preferred Stock(1) Preferred Stock(1)
Name and Address --------------- ------------------ -----------------
of Beneficial Owners Number Percent(2) Number Percent(2) Number Percent(2)
- -------------------- ------ ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Entities affiliated with the
Sprout Group(3) 729,980 23.7% 49,999 15.0% 22,999 18.7%
3000 Sand Hill Road
Building 4, Suite 270
Menlo Park, CA 94025
Entities affiliated with the
U.S. Venture Partners IV, L.P.(4) 730,000 23.7% 50,000 15.0% 23,000 18.7%
2180 Sand Hill Road
Suite 300
Menlo Park, CA 94025
Cannon Street Fund Ltd. 565,000 19.4% 40,000 12.0% 16,500 13.4%
c/o Meridian Venture Group
R.R. Box 272
Charlottesville, VA 22314
</TABLE>
2.
<PAGE>
<TABLE>
<CAPTION>
Series B Series C
Common Stock(1) Preferred Stock(1) Preferred Stock(1)
Name and Address --------------- ------------------ -----------------
of Beneficial Owners Number Percent(2) Number Percent(2) Number Percent(2)
- -------------------- ------ ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Biotechnology Investments Ltd. 545,000 18.8% 40,000 12.0% 14,500 11.8%
c/o Old Court Limited
P.O. Box 58
St. Julian's Court
St. Peter Port
Guernsey, Channel Islands
Singapore Bio-Innovations Pte, Ltd. 420,000 15.2% 42,000 12.6% 0 **
250 North Bridge Road
24-00 Raffles City Tower
Singapore 0617
Hoechst Marion Roussel(6) 400,000 14.6% 0 ** 0 **
9300 Ward Parkway
Kansas City, MO 64114
Asset Management Associates 360,000 13.3% 36,000 10.8% 0 **
1989 L.P.(7)
2275 East Bayshore Rd., #150
Palo Alto, CA 94303
Applied Biosystems a Division of 357,410 13.2% 0 ** 0 **
Perkin Elmer Corporation(5)
850 Lincoln Centre Drive
Foster City, CA 94404
Chiron Corporation 300,000 12.8% 0 ** 0 **
4360 Horton Street
Emeryville, CA 94608
Entities affiliated with the
Partech International(8) 300,000 11.3% 15,000 4.5% 15,000 12.2%
101 California Ave., Suite 3150
San Francisco, CA 94111
New York Life Insurance Company(9) 270,000 10.3% 20,000 6.0% 7,000 5.7%
51 Madison Avenue, Rm 203
New York, NY 10010
Becton Dickinson & Company 233,689 9.1% 0 ** 0 **
One Becton Drive
Franklin Lakes, NJ 07417
European Medical Ventures 140,000 5.6% 0 ** 14,000 11.4%
c/o FINOVELEC
6, rue Ancelle
92521 Neuilly, Cedex, France
Sam Eletr(9) 142,590 5.6% 0 ** 0 **
William K. Bowes, Jr.(10) 747,720 24.4% 50,000 15.0% 23,000 18.7%
Sydney Brenner(11) 10,374 ** 0 ** 0 **
</TABLE>
3.
<PAGE>
<TABLE>
<CAPTION>
Series B Series C
Common Stock(1) Preferred Stock(1) Preferred Stock(1)
Name and Address --------------- ------------------ -----------------
of Beneficial Owners Number Percent(2) Number Percent(2) Number Percent(2)
- -------------------- ------ ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Timothy G. Geiser(12) 89,573 3.6% 0 ** 0 **
James C. Kitch(13) 13,606 ** 700 ** 300 **
Kathleen D. La Porte(14) 729,980 23.8% 49,999 15.0% 22,999 18.7%
David W. Martin, Jr. 250,000 10.7% 0 ** 0 **
Craig C. Taylor(15) 371,498 13.7% 36,000 10.8% 0 **
Gerald Zon(16) 89,888 3.6% 0 ** 0 **
All directors and officers 2,508,979 57.2% 136,699 41.1% 46,299 37.6%
as a group (11 persons)
<FN>
**Less than one percent.
(1) Except as otherwise noted, and subject to community property laws where
applicable, each person or entity named in the table has sole voting
and investment power with respect to all shares shown as beneficially
owned by him, her or it. Beneficial ownership of Common Stock reflects
beneficial ownership of Series B Preferred Stock, Series C Preferred
Stock and Series D Preferred Stock as set forth in the table or, with
respect to Hoechst Marion Roussel, as set forth in footnote (6).
(2) Percentage of beneficial ownership is based on 2,345,466 shares of the
Company's Common Stock, 332,288 shares of the Company's Series B
Preferred Stock, 123,299 shares of the Company's Series C Preferred
Stock and 40,000 shares of the Company's Series D Preferred Stock
outstanding as of October 7, 1996, except as otherwise noted in the
footnotes. The Series B, Series C and Series D Preferred Stock is
convertible into Common Stock on a ten-for-one basis.
(3) Includes 49,999 shares of Series B Preferred Stock and 22,999 shares of
Series C Preferred Stock held by entities affiliated with Sprout Group.
Ms. La Porte, a director of the Company, is a general partner of the
Sprout Group, an entity affiliated with Sprout Capital VI, Sprout
Capital VII and DLJ Capital. Ms. La Porte shares the power to vote and
control the disposition of shares held by Sprout Capital VI, Sprout
Capital VII and DLJ Capital and therefore may be deemed to be the
beneficial owner of such shares. Ms. La Porte disclaims beneficial
ownership of such shares, except to the extent of her prorata interest
therein.
(4) Includes 50,000 shares of Series B Preferred Stock and 23,300 shares of
Series C Preferred Stock held by entities affiliated with U.S. Venture
Partners IV, L.P. ("U.S.V.P. IV") Mr. Bowes, a director of the Company,
is a general partner of Presidio Management Group IV, the general
partner of U.S.V.P. IV. Mr. Bowes shares the power to vote and control
the disposition of shares held by U.S.V.P. IV and therefore may be
deemed to be the beneficial owner of such shares. Mr. Bowes disclaims
beneficial ownership of such shares, except to the extent of his
prorata interest therein.
(5) Includes 152,400 shares of Common Stock issuable upon exercise of Lynx
option held by Applied Biosystems that is exercisable within 60 days of
October 7, 1996.
(6) Consists solely of 40,000 shares of Series D Preferred Stock, which
constitutes 100% of the shares of Series D Preferred Stock outstanding.
(7) Includes 36,000 shares of Series B Preferred Stock held by Asset
Management Associates 1989 L.P. ("Asset 1989 L.P."). Mr. Taylor, a
director of the Company, is a general partner of AMC Partners 89, which
is the
4.
<PAGE>
general partner of Asset 1989 L.P. Mr. Taylor shares the power to vote
and control the disposition of shares held by Asset 1989 L.P. and
therefore may be deemed to be the beneficial owner of such shares. Mr.
Taylor disclaims beneficial ownership of such shares, except to the
extent of his prorata interest therein. (8) Includes 15,000 shares of
Series B Preferred Stock and 15,000 shares Series C Preferred Stock
held by entities affiliated with Partech International.
(9) Includes 76,331 shares of Common Stock issuable upon exercise of Lynx
stock options held by Dr. Eletr that are exercisable within 60 days of
October 7, 1996.
(10) See Note 4 above. Common Stock amount also includes 607 shares of
Common Stock issuable upon exercise of Perkin Elmer Options held by Mr.
Bowes that are exercisable immediately.
(11) Includes 10,374 shares of Common Stock issuable upon exercise of Lynx
stock options held by Sydney Brenner that are exercisable within 60
days of October 7, 1996.
(12) Includes 52,750 shares of Common Stock issuable upon exercise of Lynx
stock options held by Dr. Geiser that are exercisable within 60 days of
October 7, 1996. Also includes 4 shares of Common Stock held of record
by Dr. Geiser's wife, to which shares Dr. Geiser disclaims beneficial
ownership.
(13) Includes 700 shares of Series B Preferred Stock and 300 shares of
Series C Preferred Stock held by GC&H Investments, an investment
partnership of which Mr. Kitch is a general partner. Common Stock
amount also includes 2,999 shares of Common Stock exercisable within 60
days of October 7, 1996. Mr. Kitch shares the power to vote and control
the disposition of such shares and therefore may be deemed to be the
beneficial owner of such shares. Mr. Kitch disclaims beneficial
ownership of such shares, except to the extent of his prorata interest
therein. Common Stock amount also includes 607 shares of Common Stock
issuable upon exercise of Perkin Elmer Options held by Mr. Kitch that
are exercisable immediately.
(14) See Note 3 above.
(15) See Note 7 above. Common Stock amount also includes 607 shares of
Common Stock issuable upon exercise of Perkin Elmer Options held by Mr.
Taylor that are exercisable immediately.
(16) Includes 60,000 shares of Common Stock issuable upon exercise of Lynx
stock options held by Dr. Zon that are exercisable within 60 days of
October 7, 1996. Also includes 105 shares of Common Stock held of
record by Dr. Zon's wife and 48 shares of Common Stock issuable upon
exercise of Perkin Elmer Options held by Dr. Zon's wife that are
exercisable within 60 days of October 7, 1996 as to which shares Dr.
Zon disclaims beneficial ownership.
(17) Common Stock amount includes 204,525 shares of Common Stock issuable
upon exercise of the Company's stock options and Perkin Elmer Options
held by all directors and officers that are exercisable within 60 days
of October 7, 1996. See Notes 9 through 16 above.
</FN>
</TABLE>
By Order of the Board of Directors
James C. Kitch, Secretary
October 7, 1996
5.
<PAGE>
ACTION BY WRITTEN CONSENT
OF THE STOCKHOLDERS OF
LYNX THERAPEUTICS, INC. SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned, being the holder of the number of shares of capital
stock of LYNX THERAPEUTICS, INC., a Delaware corporation (the "Company"), set
forth below, hereby adopts, pursuant to Section 228 of the Delaware General
Corporation Law, the following resolutions by written consent:
WHEREAS, the Board of Directors believes it is in the best
interests of the Company to amend the Company's Amended and Restated
Certificate of Incorporation to decrease the number of authorized
shares of Common Stock to twenty million (20,000,000) shares and
decrease the number of authorized shares of Preferred Stock to two
million (2,000,000) shares, as set forth in the Certificate of
Amendment (the "Amendment") attached hereto as Exhibit A.
NOW, THEREFORE, BE IT RESOLVED, that the Amendment in
substantially the form attached hereto be, and it hereby is, adopted
and approved.
IN WITNESS WHEREOF, the undersigned stockholder has executed this
Action by Written Consent as of this day of , 1996.
STOCKHOLDER:
______________________________________________
(Signature)
______________________________________________
(Print Name)
Number of Shares of Common Stock: _______________
Number of Shares of Series B Preferred Stock: _______________
Number of Shares of Series C Preferred Stock: _______________
Number of Shares of Series D Preferred Stock: _______________
1.
