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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. __)*
GeneMedicine, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
036870 71 0
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (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 of
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
disclosures 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 5 Pages
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CUSIP NO. 036870 71 0 13G PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Syntex Corporation
94-1566146
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Panama
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SOLE VOTING POWER
5
NUMBER OF 2,142,856 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
Not applicable
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 2,142,856 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
Not applicable
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,142,856 (1)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
13.4%
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TYPE OF REPORTING PERSON*
12
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
(1) 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.
Page 2 of 5 Pages
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CUSIP NO. 036870 71 0 13G PAGE 3 OF 5 PAGES
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ITEM 1 (a) NAME OF ISSUER:
GeneMedicine, Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8080 North Stadium Drive, Suite 2100, Houston, Texas 77054
ITEM 2 (a) NAME OF PERSON FILING:
Syntex Corporation
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, IF NONE, RESIDENCE:
Calle 50, 9th floor, Panama, Republic of Panama
ITEM 2 (c) CITIZENSHIP:
Panama
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e) CUSIP NUMBER:
036870 71 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-2(B), CHECK WHETHER THE
PERSON FILING IS A:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(b) [_] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in section 3(a)(19) of the act
(d) [_] Investment Company registered under section 8 of the Investment
Company Act
(e) [_] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
endowment Fund; see (S)240.13d-1(b)(ii)(F)
(g) [_] Parent Holding Company, in accordance with (S)240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
Page 3 of 5 Pages
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CUSIP NO. 036870 71 0 13G PAGE 4 OF 5 PAGES
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ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 2,142,856 (1)
(b) PERCENT OF CLASS: 13.4%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
<TABLE>
<S> <C>
(i) sole power to vote or to direct the vote: 2,142,856 (1)
(ii) shared power to vote or to direct the vote: Not applicable.
(iii) sole power to dispose or to direct the disposition of: 2,142,856 (1)
(iv) shared power to dispose or to direct the disposition of: Not applicable.
</TABLE>
(1) 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.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Syntex Corporation is a wholly owned subsidiary of Roche Capital Corporation,
a Panamanian corporation, which in turn is a wholly owned subsidiary of Sapac
Corporation Limited ("Sapac"). Sapac is incorporated as a non-resident
corporation under the laws of the Province of New Brunswick, Canada with its
principal executive offices in Uruguay. Sapac is, in turn, 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.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 4 of 5 Pages
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CUSIP NO. 036870 71 0 13G PAGE 5 OF 5 PAGES
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ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection or as a participant in any transaction having such
purposes or effect.
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.
February 17, 1998
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Date
/s/ Rafael Bonilla
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Signature
Assistant Secretary
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Name/Title
Attention: Intentional misstatements or omissions of fact constitute a
Federal criminal violations (See 18 U.S.C. 1001)
Page 5 of 5 Pages
