<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment _________)*
Progenitor, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock Par Value $0.001
-----------------------------------------
(Title of Class of Securities)
743188104
-----------------------------------------
(CUSIP Number)
Ann H. Lamont
Oak Management Corporation
One Gorham Island
Westport, CT 06880
(203) 226-8346
-------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 12, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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 13d-1(b)(3) or (4), check the following box [ ].
*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. 743188104 SCHEDULE 13D Page 2 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Oak Investment Partners V, Limited Partnership
06-1332464
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power 1,021,575 shares of
Number of common stock
Shares
Beneficially (8) Shared Voting Power Not applicable
Owned
by Each (9) Sole Dispositive Power 1,021,575 shares of
Reporting common stock
Person
With (10) Shared Dispositive Power Not applicable
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,021,575 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.7%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 3 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Oak Associates V, LLC
06-1332465
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is required pursuant to items 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power Not applicable
Shares
Beneficially (8) Shared Voting Power 1,021,575 shares of
Owned common stock
by Each
Reporting (9) Sole Dispositive Power Not applicable
Person
With (10) Shared Dispositive Power 1,021,575 shares of
common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,021,575 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.7%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 4 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Oak V Affiliates Fund, Limited Partnership
06-1334685
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power 22,979 shares of
Number of common stock
Shares
Beneficially (8) Shared Voting Power Not applicable
Owned
by Each (9) Sole Dispositive Power 22,979 shares of
Reporting common stock
Person
With (10) Shared Dispositive Power Not applicable
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
22,979 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.2%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 5 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Oak V Affiliates
06-1334686
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power Not applicable
Number of
Shares (8) Shared Voting Power 22,979 shares of
Beneficially common stock
Owned
by Each (9) Sole Dispositive Power Not applicable
Reporting
Person (10) Shared Dispositive Power 22,979 shares of
With common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
22,979 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.2%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 6 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Oak Management Corporation
06-0990851
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power Not applicable
Number of
Shares (8) Shared Voting Power 1,044,554 shares of
Beneficially common stock
Owned
by Each (9) Sole Dispositive Power Not applicable
Reporting
Person (10) Shared Dispositive Power 1,044,554 shares of
With common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,044,554 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 7 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Bandel L. Carano
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power Not applicable
Shares
Beneficially (8) Shared Voting Power 1,044,554 shares of
Owned common stock
by Each
Reporting (9) Sole Dispositive Power Not applicable
Person
With (10) Shared Dispositive Power 1,044,554 shares of
common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,044,554 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 8 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Gerald R. Gallagher
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power Not applicable
Shares
Beneficially (8) Shared Voting Power 1,044,554 shares of
Owned common stock
by Each
Reporting (9) Sole Dispositive Power Not applicable
Person
With (10) Shared Dispositive Power 1,044,554 shares of
common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,044,554 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 9 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Edward F. Glassmeyer
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power Not applicable
Shares
Beneficially (8) Shared Voting Power 1,044,554 shares of
Owned common stock
by Each
Reporting (9) Sole Dispositive Power Not applicable
Person
With (10) Shared Dispositive Power 1,044,554 shares of
common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,044,554 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 10 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Fredric W. Harman
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power Not applicable
Shares
Beneficially (8) Shared Voting Power 1,044,554 shares of
Owned common stock
by Each
Reporting (9) Sole Dispositive Power Not applicable
Person
With (10) Shared Dispositive Power 1,044,554 shares of
common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,044,554 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 11 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Ann H. Lamont
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power Not applicable
Shares
Beneficially (8) Shared Voting Power 1,044,544 shares of
Owned common stock
by Each
Reporting (9) Sole Dispositive Power Not applicable
Person
With (10) Shared Dispositive Power 1,044,554 shares of
common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,044,554 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
Cusip No. 743188104 SCHEDULE 13D Page 12 of 22 Pages
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Eileen M. More
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
OO, WC
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) [ ]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
Number of (7) Sole Voting Power Not applicable
Shares
Beneficially (8) Shared Voting Power 1,044,544 shares of
Owned common stock
by Each
Reporting (9) Sole Dispositive Power Not applicable
Person
With (10) Shared Dispositive Power 1,044,554 shares of
common stock
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,044,554 shares of common stock
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
7.8%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
Page 13 of 22 Pages
Item 1. Security and Issuer.
This Schedule 13D report relates to the common stock, par value $0.001
per share (the "Shares"), of Progenitor, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 1507 Chambers Road, Columbus,
Ohio 43212.
Item 2. Identity and Background.
This statement is filed by Oak Investment Partners V, Limited
Partnership, a Delaware limited partnership ("Oak Investment Partners"), Oak
Associates V, LLC, a Delaware limited liability company ("Oak Associates"), Oak
V Affiliates Fund, Limited Partnership, a Delaware limited partnership ("Oak
Affiliates Fund"), Oak V Affiliates, a Delaware limited partnership ("Oak
Affiliates"), Oak Management Corporation, a Delaware corporation ("Oak
Management"), Bandel L. Carano, Gerald R. Gallagher, Edward F. Glassmeyer,
Fredric W. Harman, Ann H. Lamont and Eileen M. More (collectively, the
"Partners"). The Partners are general partners or managing members, as the
case may be, of other venture capital investment funds which may be deemed to be
affiliated with Oak Investment Partners, Oak Associates, Oak Affiliates Fund,
Oak Affiliates and Oak Management (collectively, the "Oak Entities"). The Oak
Entities and the Partners are collectively referred to as the "Reporting
Persons" in this Schedule 13D.
The principal business and office address of the Reporting Persons is
c/o Oak Management Corporation, One Gorham Island, Westport, Connecticut 06880.
The principal business of Oak Investment Partners and Oak Affiliates
Fund is to assist growth-oriented businesses located primarily in the United
States. The principal business of Oak Associates is to act as general partner
of Oak Investment Partners. The principal business of Oak Affiliates is to act
as general partner of Oak Affiliates Fund. The principal business of Oak
Management is to act as investment advisor to Oak Investment Partners and Oak
Affiliates Fund and other venture capital investment funds. The principal
business and occupation of each
<PAGE>
Page 14 of 22 Pages
of the Partners is to act as general partners, managing members, shareholders,
directors and officers of the Oak Entities and a number of affiliated
partnerships and limited liability companies with similar businesses.
During the five years prior to the date hereof, none of the Reporting
Persons has been convicted in a criminal proceeding or has been 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.
Each of the Oak Entities is organized under the laws of Delaware.
Each of the Partners is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Oak Investment Partners acquired 882,699 Shares on August 12, 1997, in
exchange for the surrender by Oak Investment Partners of 978,000 shares of
Series B Preferred Stock of Mercator Genetics, Inc. ("Mercator"), 1,467,000
shares of Series C Preferred Stock of Mercator, a Note payable by Mercator in
the amount of $326,000 and a Note payable by Mercator in the amount of $163,000
in connection with the acquisition by the Issuer of Mercator.
Oak Affiliates Fund acquired 19,855 Shares on August 12, 1997, in
exchange for the surrender by Oak Affiliates Fund of 21,999 shares of Series B
Preferred Stock of Mercator, 33,000 shares of Series C Preferred Stock of
Mercator, a Note payable by Mercator in the amount of $7,333 and a Note payable
by Mercator in the amount of $3,667 in connection with the acquisition by the
Issuer of Mercator.
Oak Investment Partners acquired 69,438 Shares at $5.375 per Share and
69,438 Warrants (as defined below) at $1.625 per Warrant for a total purchase
price of $486,066.00 as part of an initial public offering of 2,750,000 Units by
the Issuer (the
<PAGE>
Page 15 of 22 Pages
"IPO"). Such "Units" consist of one Share and one Warrant. Each "Warrant"
included within the Units is presently exercisable for one Share at a per-Share
price of $10.50, subject to adjustment.
Oak Affiliates Fund acquired 1,562 Shares at $5.375 per Share and
1,562 Warrants at $1.625 per Warrant for a total purchase price of $10,934.00 as
part of the IPO.
Item 4. Purpose of Transaction.
Oak Investment Partners and Oak Affiliates Fund acquired the
beneficial ownership of the aggregate of 1,021,575 Shares (including Shares
issuable upon exercise of the Warrants) and the aggregate of 22,979 Shares
(including Shares issuable upon exercise of the Warrants), respectively for
investment purposes. Depending on market conditions, their continuing
evaluation of the business and prospects of the Issuer and other factors, Oak
Investment Partners and Oak Affiliates Fund may dispose of or acquire
additional Shares or Warrants in the open market. Except as set forth above,
none of the Reporting Persons has any present plans which relate to or would
result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
<PAGE>
Page 16 of 22 Pages
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) 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;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b) The approximate percentage of shares of Common Stock reported as
beneficially owned by the Reporting Persons is based upon (i) 13,273,068 Shares
outstanding as of June 20, 1997, as reported in the Issuer's prospectus, dated
August 6, 1997, with respect to the IPO, plus (ii) Shares issuable upon exercise
of Warrants described in the following sentence. Amounts shown as beneficially
owned include currently exercisable Warrants to purchase 69,438 Shares and 1,562
Shares held by Oak Investment Partners and Oak Affiliates Fund, respectively.
Please see Items 7, 8, 9, 10, 11, and 13 of the cover sheet for each
Reporting Person.
(c) Except as set forth in Item 3 above, none of the Reporting Persons has
effected any transaction in the Shares during the last 60 days.
<PAGE>
Page 17 of 22 Pages
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or any proceeds from the sale of, the
Shares beneficially owned by any of the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships With Respect
to Securities of the Issuer.
Certain of the Reporting Persons have entered into (1) a letter
agreement with the Issuer relating to securities law stock transfer restrictions
and (2) an Investment Agreement with the Issuer in which certain of the
Reporting Persons have agreed to restrictions on the sale of their Shares in
accordance with the following schedule: one-third of such Shares shall be
released 180 days after the effective date of the IPO ("Effective Date"),
one-third of such Shares shall be released 270 days after the Effective Date and
one-third of such Shares shall be released 365 days after the Effective Date.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Agreement regarding filing of Schedule 13D.
Exhibit B - Form of Letter Agreement.
Exhibit C - Form of Investment Agreement.
[Signature Page to Follow]
<PAGE>
Page 18 of 22 Pages
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.
Dated August 22, 1997
Oak Investment Partners V,
Limited Partnership
By: Oak Associates V, LLC,
As General Partner
By: /s/ Edward F. Glassmeyer
-------------------------------
Managing Member
Oak Associates V, LLC
By: /s/ Edward F. Glassmeyer
-------------------------------
Managing Member
Oak V Affiliates Fund, Limited
Partnership
By: Oak V Affiliates,
As General Partner
By: /s/ Edward F. Glassmeyer
-------------------------------
General Partner
Oak V Affiliates
<PAGE>
Page 19 of 22 Pages
By: /s/ Edward F. Glassmeyer
-------------------------------
General Partner
<PAGE>
Page 20 of 22 Pages
OAK MANAGEMENT CORPORATION
By: /s/ Edward F. Glassmeyer
-------------------------------
Name: Edward F. Glassmeyer
Title: President
/s/ Bandel L. Carano
-------------------------------
Bandel L. Carano
/s/ Fredric W. Harman
-------------------------------
Fredric W. Harman
/s/ Gerald R. Gallagher
-------------------------------
Gerald R. Gallagher
/s/ Edward F.glassmeyer
-------------------------------
Edward F. Glassmeyer
/s/ Ann H. Lamont
-------------------------------
Ann H. Lamont
<PAGE>
Page 21 of 22 Pages
/s/ Eileen M. More
-------------------------------
Eileen M. More
<PAGE>
Page 22 of 22 Pages
INDEX TO EXHIBITS
-----------------
EXHIBIT A Agreement of Reporting Persons
EXHIBIT B Form of Letter Agreement
EXHIBIT C Form of Investment Agreement
<PAGE>
EXHIBIT A
Each of the undersigned hereby agrees that the Schedule 13D filed on the
date hereof with respect to the shares of Common Stock of Progenitor, Inc. has
been filed on behalf of the undersigned.
SIGNATURE:
Dated August 22, 1997
Oak Investment Partners V,
Limited Partnership
By: Oak Associates V, LLC
As General Partner
By: /s/ Edward F. Glassmeyer
-------------------------------
Managing Member
Oak Associates V, LLC
By: /s/ Edward F. Glassmeyer
-------------------------------
Managing Member
Oak V Affiliates Fund, Limited
Partnership
By: Oak V Affiliates,
As General Partner
<PAGE>
By: /s/ Edward F. Glassmeyer
-------------------------------
General Partner
Oak V Affiliates
By: /s/ Edward F. Glassmeyer
-------------------------------
General Partner
<PAGE>
OAK MANAGEMENT CORPORATION
By: /s/ Edward F. Glassmeyer
-------------------------------
Name: Edward F. Glassmeyer
Title: President
/s/ Bandel L. Carano
-------------------------------
Bandel L. Carano
/s/ Fredric W. Harman
-------------------------------
Fredric W. Harman
/s/ Gerald R. Gallagher
-------------------------------
Gerald R. Gallagher
/s/ Edward F.glassmeyer
-------------------------------
Edward F. Glassmeyer
/s/ Ann H. Lamont
-------------------------------
Ann H. Lamont
<PAGE>
/s/ Eileen M. More
-------------------------------
Eileen M. More
<PAGE>
EXHIBIT B
February 14, 1997
Progenitor, Inc.
1507 Chambers Road
Columbus, Ohio 43212
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Reorganization, dated
as of February 14, 1997 (the "Reorganization Agreement"), by and among
Progenitor, Inc., a Delaware corporation ("Progenitor"), MG Merger Sub Corp., a
Delaware corporation and wholly-owned subsidiary of Progenitor ("Reorganization
Sub") and Mercator Genetics, Inc., a Delaware corporation ("Mercator"), which
provides for the acquisition of Mercator by Progenitor as a result of the merger
of Mercator with and into Reorganization Sub (the "Reorganization") in a
transaction in which shares of Mercator Common Stock will be changed and
converted into shares of Progenitor Common Stock.
I have been informed that (i) I may be deemed to be an "affiliate" of
Mercator within the meaning of the Securities Act of 1933, as amended (the
"Act"), and (ii) accordingly, the shares of Mercator Common Stock and Progenitor
Common Stock held or acquired in the Reorganization by me may only be disposed
of in conformity with the provisions hereof. This letter agreement is
hereinafter referred to as the "Agreement."
I represent and warrant to, and agree with, Progenitor and Mercator as
follows:
1. I have been advised that the issuance of Progenitor Common Stock
to me pursuant to the Reorganization will be registered with the Commission
under the Act on a registration statement on Form S-4. However, I have also
been advised that, since at the time the Reorganization will be submitted to the
stockholders of Mercator for approval I may be deemed an "affiliate" of
Mercator, any sale or other disposition by me of any of such shares of
Progenitor Common Stock may, under current
<PAGE>
law, only be made in accordance with the provision of paragraph (d) of Rule 145
under the Act, pursuant to an effective registration statement under the Act or
pursuant to an exemption provided thereunder.
2. I understand that the provisions of Rule 145(d), as currently in
effect, restrict my sales of Progenitor Common Stock during the one-year period
after the Effective Time of the Reorganization, and permit sales, in general,
only while Progenitor is subject to the requirements to file, and is filing,
periodic reports under Section 13 or 15(d) of the Securities Exchange Act of
1934, and only in brokers' transactions (or transactions directly with a market
maker) where the aggregate number of shares sold at any time, together with all
sales of restricted shares of Progenitor Common Stock sold for my account during
the preceding three month period, does not exceed the greater of (i) one percent
of the number of shares of Progenitor Common Stock outstanding, or (ii) the
average weekly volume of trading in shares of Progenitor Common Stock on all
national securities exchanges and/or reported through the automated quotation
system of a registered securities association, during the four-week period
preceding any such sale.
3. After a period of one year has elapsed from the closing date of
the Reorganization, as determined in accordance with paragraph (d) of Rule 144,
as currently in effect, I understand that Rule 145(d)(2) further permits me to
sell my shares of Progenitor Common Stock without regard to the volume
limitations and manner of sale restrictions described in the preceding paragraph
only if (i) I am not then an "affiliate" of Progenitor, and (ii) Progenitor is
then subject to the requirements to file, and is filing, periodic reports under
Section 13 or 15(d) of the Exchange Act.
4. After a period of two years has elapsed from the closing date of
the Reorganization, as determined in accordance with paragraph (d) of Rule 144,
as currently in effect, I understand that Rule 145(d)(3) further permits me to
sell my shares of Progenitor Common Stock without regard to the volume
limitations and manner of sale restrictions described in the second preceding
paragraph only if I am not at that time, and have
<PAGE>
not been for a period of three months prior to that time, an "affiliate" of
Progenitor.
5. I understand that stop transfer instructions may be given to
Mercator's and Progenitor's transfer agents with respect to my shares of
Mercator Common Stock and Progenitor Common Stock and that there may be placed
on the certificates for such shares, or any substitution therefor, a legend to
the foregoing effect.
6. I have carefully read this Agreement and discussed its
requirements and other applicable limitations upon the sale, transfer or other
disposition of the shares of Progenitor Common Stock to be acquired by me in
connection with the Reorganization and the shares of Mercator Common Stock owned
by me (or Progenitor Common Stock or Mercator Common Stock subject to
outstanding options or warrants or issuable upon conversion of other securities
held by me), to the extent I felt necessary, with my counsel or counsel for
Mercator.
7. I have full power and capacity to execute this Agreement and to
make the representations, warranties and agreements herein. This Agreement
shall be binding upon and enforceable against all of my administrators,
executors, representatives, heirs and successors and any pledgee holding shares
of Mercator Common Stock or Progenitor Common Stock.
<PAGE>
It is understood and agreed that this Agreement shall terminate and be
of no further force and effect if the Reorganization Agreement is terminated
pursuant to its terms. In addition, it is understood and agreed that the legend
contemplated by Paragraph 5 above shall be removed forthwith from the
certificate or certificates representing my shares of Progenitor Common Stock if
I shall have delivered to Progenitor a copy of the letter from the staff of the
Commission, an opinion of counsel in form and substance reasonably satisfactory
to Progenitor, or other evidence satisfactory to Progenitor that a transfer of
my shares of Progenitor Common Stock represented by such certificate or
certificates will be a sale made in conformity with the provisions of Rule
145(d), or made pursuant to an effective registration statement under the Act.
Very truly yours,
----------------------------
Signature
----------------------------
(Please Print Name)
Accepted and agreed to this
14th day of , February 1997
PROGENITOR, INC.
By: /s/ Mark N. K. Bagnall
Title: Vice President, Finance and Chief Financial Officer
<PAGE>
. . . . . . . . . . . . . . . . . . .EXHIBIT C
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT ("Investment Agreement") is entered into as
of February 13, 1997 between Progenitor, Inc., a Delaware corporation
("Progenitor"), and the undersigned stockholder or debt holder (the
"Stockholder") of Mercator Genetics, Inc., a Delaware corporation ("MGI").
A. Progenitor, MG Merger Sub Corp., a Delaware corporation and a
wholly-owned subsidiary of Progenitor ("Reorganization Sub"), and
MGI have entered into an Agreement and Plan of Reorganization,
dated as of February 14, 1997 (the "Reorganization Agreement").
Any terms not defined herein shall have the meanings given them
in the Reorganization Agreement.
B. The Reorganization Agreement provides for the merger of MGI into
Reorganization Sub (the "Reorganization"). Upon the consummation
of the Reorganization, the Stockholder will become the owner of
shares of Progenitor Common Stock (the "Shares").
AGREEMENT
1.STOCKHOLDER REPRESENTATIONS AND AGREEMENTS. With the intention that
Progenitor and tax counsel for Progenitor and MGI rely hereupon, Stockholder
hereby represents, warrants and agrees that:
1.1 INTENT. Stockholder does not now have, and as of the Effective
Time will not have, any present plan or intention (a "Plan of Transfer") to
engage in a sale, exchange, transfer, distribution, pledge, disposition or any
other transaction which
<PAGE>
would result in a direct or indirect disposition or reduction in risk of
ownership (a "Sale") of more than fifty percent (50%) of the Shares that
Stockholder may acquire pursuant to the Reorganization Agreement. For purposes
of this representation, a Sale of Shares shall be considered to have occurred
pursuant to a Plan of Transfer if such Sale occurs in a transaction that is in
contemplation of, or related or pursuant to, the Reorganization or the
Reorganization Agreement (a "Related Transaction"). In addition, MGI shares
with respect to which a pre-Reorganization Sale occurs in a Related Transaction,
shall be considered to be outstanding MGI shares that are exchanged for
Progenitor Shares which are disposed of pursuant to a Plan of Transfer. If any
of Stockholder s representations in this SECTION 1.1 ceases to be true at any
time prior to the Effective Time of the Reorganization, Stockholder will deliver
to each of Progenitor and MGI, prior to the Effective Time of the
Reorganization, a written statement to that effect, signed by Stockholder.
1.2 OBSERVATION OF SECURITIES ACT. Stockholder will observe and
comply with the Securities Act and the General Rules and Regulations thereunder
in connection with any offer, sale, pledge, transfer or other disposition of the
Shares or any part thereof including the prospectus delivery requirements of
Section 10 of the Securities Act.
2. REGISTRATION. Progenitor shall have the obligation to register
the Shares issued to Stockholders subject to the terms set forth in the
Reorganization Agreement.
3. MARKET STAND-OFF. Stockholder hereby agrees that, in connection
with the IPO, it shall not, directly or indirectly, sell, offer, contract to
sell, grant any option to purchase, transfer the economic risk of ownership in,
make any short sale, pledge or otherwise dispose of, any Shares, without the
prior written consent of the managing underwriters of the IPO; PROVIDED, that
the Shares shall be subject to release from this restriction in accordance with
the following schedule, to the extent otherwise permissible under the
requirements for a tax-free reorganization: one-third of such Shares shall be
released one hundred eighty (180) days after the effective date of the IPO;
one-third of such Shares shall be released two hundred seventy (270) days after
the effective date of the IPO; and one-
<PAGE>
third of such Shares shall be released three hundred sixty-five (365) days after
the effective date of the IPO; PROVIDED, FURTHER, that all such Shares shall be
released one hundred eighty (180) days after the effective date of the IPO if
Stockholder s employment by MGI is terminated by MGI prior to such one hundred
eightieth day, and all such Shares shall be released on the effective date of
termination if Stockholder s employment by MGI is terminated by MGI after such
one hundred eightieth day (except in either case where the termination is in
connection with a transfer to Progenitor in at least an equivalent position,
provided that such transfer does not require the Stockholder to relocate). This
restriction shall be binding upon any transferee of the Shares and the
certificates for the Shares shall bear a legend to such effect. In order to
enforce the foregoing covenant, Progenitor may impose stop-transfer instructions
with respect to the Shares until the end of such period.
4. WAIVER. No waiver by any party hereto of any condition or of any
breach of any provision of this Investment Agreement shall be effective unless
in writing.
5. NOTICES. All notices, requests, demands or other communications
which are required or may be given pursuant to the terms of this Investment
Agreement shall be in writing and shall be deemed to have been duly given on the
date of delivery by hand or upon receipt if mailed by registered or certified
mail, postage prepaid, return requested, or sent by express courier, or by
facsimile upon written confirmation of receipt by the recipient of such notice
to the party at the address set forth below, or such other address as may be
hereafter be designated in writing by the party:
IF TO THE STOCKHOLDER: At the address set forth below the signature
of the Stockholder below.
IF TO PROGENITOR: Progenitor, Inc.
1507 Chambers Road
Columbus, Ohio 43212
Attention: Chief Executive Officer
Fax: (614) 488-0404
<PAGE>
with a copy to: Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
Attention: Gavin B. Grover, Esq.
Fax: (415) 268-7522
6. COUNTERPARTS. This Investment Agreement may be executed in two
or more partially or fully executed counterparts, each of which shall be deemed
an original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument. The execution and delivery of a
Signature Page - Investment Agreement in the form annexed to this Investment
Agreement by any party hereto who shall have been furnished the final form of
this Agreement shall constitute the execution and delivery of this Agreement by
such party.
7. SUCCESSORS AND ASSIGNS. This Investment Agreement shall be
enforceable by and shall inure to the benefit of and be binding upon, the
parties hereto and their respective successor and assigns. As used herein, the
terms "successors and assigns" shall mean, where the context so permits, heirs,
executors, administrators, trustees and successor trustees, and personal and
other representatives.
8. GOVERNING LAW. This Investment Agreement shall be governed by
and construed, interpreted and enforced in accordance with the laws of the State
of Delaware, without regards to the principles of conflicts of laws.
9. SEVERABILITY. If any provision of this Investment Agreement is
held to be unenforceable for any reason, such provision and all other related
provisions shall be modified rather than voided, if possible, in order to
achieve the intent of the parties to this Investment Agreement to the extent
possible. In any event, all other unrelated provisions of this Investment
Agreement shall be deemed valid and enforceable to the full extent.
<PAGE>
10. EFFECT OF HEADING. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Investment Agreement.
11. DEFINITIONS. All capitalized terms used herein shall have the
meaning defined in the Reorganization Agreement, unless otherwise defined
herein.
12. THIRD PARTY RELIANCE. Counsel to the parties shall be entitled
to rely upon this Investment Agreement as needed in the rendering of opinions as
provided for in the Reorganization Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Investment Agreement
to be executed as of the date first above written.
PROGENITOR, INC., a Delaware corporation
By: /s/ Mark N. K. Bagnall
Its: Vice President, Finance and Chief Financial
Officer
STOCKHOLDER
. . . . . . . . . . . . . . . . . . .
Its (if applicable) . . . . . . . . .
Print name: . . . . . . . . . . . . .
Address:. . . . . . . . . . . . . . .
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. . . . . . . . . . . . . . . . . . .
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(Print Taxpayer Identification Number)
