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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ______)*
Sam Eletr, Ph.D.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
551812 30 8
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(CUSIP Number)
If filing person has previously filed a statement of 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)(3) or (4), check the following |_|.
Check the following box if a fee is being paid with this statement |X|. (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 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 1 of 4 pages
<PAGE>
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CUSIP No. 551812 30 8 13D Page 2 of 4 Pages
-------------------------
- ---------------------------------- -----------------------
- --------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Sam Eletr, Ph.D. ###-##-####
- --------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- --------- --------------------------------------------------------------------
3 SEC USE ONLY
- --------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) pr 2(e) |_|
- --------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen
- -------------------------- --------- -------------------------------------------
7 SOLE VOTING POWER
413,759(1)
NUMBER OF --------- -------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 413,759(1)
--------- -------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------- --------- -------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,759(1)
- --------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- --------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.3%
- --------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------- ----------------------------------------------------------------------
- --------
(1) Includes 217,500 shares of Common Stock issuable upon exercise of Lynx
stock options held by Dr. Eletr that are exercisable within 60 days of
February 28, 1997. Officers of the Company have the right to exercise their
options prior to vesting, subject to a repurchase agreement between the
officer and the Company.
Page 2 of 4 pages
<PAGE>
Item 1. SECURITY AND ISSUER
(a) Name of Issuer: Lynx Therapeutics, Inc.
(b) Address of Issuer's Principal Executive Offices:
3832 Bay Center Place
Hayward, CA 94545
Item 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing: Sam Eletr, Ph.D.
CEO & Chairman of the Board
(b) Address of Principal Business Office or, if None, Residence:
3832 Bay Center Place
Hayward, CA 94545
(c) Citizenship: U.S.
(d) Title of Class of Securities: COMMON
(e) CUSIP Number: 551812 30 8
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
On November 4, 1996, Lynx and its subsidiary, Spectragen, Inc., merged
pursuant to a Merger Agreement between the Company and the Spectragen employees,
dated October 23, 1996. Prior to the merger, Dr. Eletr, director of Spectragen,
was issued a Spectragen stock option of one hundred thousand (100,000) shares.
The 100,000 shares were exercised subject to a repurchase agreement. Upon
consummation and pursuant to the merger, the Reporting Person received 130,000
shares of Lynx Common Stock. The conversion rate was 1:1.3.
The shares, beneficially owned by the Reporting Person also includes
217,500 shares exercisable, within 60 days of February 28, 1997. Officers of the
Company have the right to exercise their options prior to vesting, subject to a
repurchase agreement.
The balance of the shares were acquired by the Reporting Person through
a distribution of Lynx shares from its parent company, Applied Biosystems, Inc.
in December 1992. Each shareholder of Applied Biosystems received a percentage
of Lynx shares based on the number of shares owned. Lynx was spun-out of Applied
Biosystems on October 1, 1992.
The source of the funds for the purchases described above was the
personal income of the Reporting Person.
Item 4. PURPOSE OF TRANSACTION
See Item 3 (above)
Page 3 of 4 pages
<PAGE>
Item 5. INTEREST IN SECURITIES OF ISSUER
The following table sets forth certain information on the beneficial
ownership of Issuer's common stock by the Reporting Person. The percentage set
forth in the table reflects 3,152,148 shares outstanding.
(a) Beneficial Ownership: 413,759(1)
(b) Percentage Ownership: 12.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 413,759(1)
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
413,759(1)
(iv) shared power to dispose or to direct the disposition of: 0
Instruction. For computations regarding securities which represent
a right to acquire an underlying security, see Rule 13d-3(d)(1).
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
none
Item 7. EXHIBITS
none
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.
March 5, 1997
-----------------
Date
LYNX THERAPEUTICS, INC.
BY: /s/ Sam Eletr
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Sam Eletr, Ph.D.
CEO & Chairman of the Board
Page 4 of 4 pages
