SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ___)*
Genomica Corporation
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(Name of Issuer)
Common Stock $.001 Par Value
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(Title of Class of Securities)
37243Q 10 1
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CUSIP Number
GLEN Y. SATO, ESQ. WITH A COPY TO:
EXELIXIS, INC. BRUCE W. JENETT, ESQ.
170 Harbor Way HELLER EHRMAN WHITE & MCAULIFFE LLP
P.O. Box 511 275 Middlefield Road
South San Francisco, CA 94083 Menlo Park, CA 94025
(650) 837-7000 (650) 324-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 19, 2001
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(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
* 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 provided in a prior cover page.
The information required on 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, as amended (the "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).
CUSIP NO. 37243Q 10 1 13D Page 2 of 10 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Exelixis, Inc.
I.R.S. Identification No.: 04-3257395
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF N/A
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
7,176,250 shares of Common Stock(1)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
N/A
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,176,250 shares of Common Stock(1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 26.8%(2)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
(1) 7,176,250 shares of Genomica Corporation ("Genomica") common stock
are subject to Stockholder Tender Agreements entered into between Exelixis, Inc.
("Exelixis") and certain stockholders of Genomica, each dated as of November 19,
2001, (the "Tender Agreements") (discussed in Items 3 and 4 below), of which
1,114,587 shares are issuable upon exercise of outstanding options and warrants
which are either vested or will vest within 60 days of November 19, 2001,
assuming consummation of the exchange offer (discussed in Item 4 below).
Exelixis expressly disclaims beneficial ownership of any of the shares of
Genomica common stock covered by the Tender Agreements.
(2) Based upon 26,765,411 shares of Genomica common stock outstanding
as of November 19, 2001 (as represented by Genomica in the Agreement and Plan
of Merger and Reorganization, dated November 19, 2001, by and among Exelixis,
Bluegreen Acquisition Sub, Inc., a newly formed Delaware corporation and wholly
owned subsidiary of Exelixis and Genomica, discussed in Items 3 and 4 below),
the number of shares of Genomica common stock beneficially owned by Exelixis
represents approximately 26.8% of the outstanding Genomica common stock,
including shares of Genomica common stock subject to options and warrants that
are exercisable within 60 days of November 19, 2001.
Page 3 of 10 Pages
Item 1. Security and Issuer.
This Schedule 13D (the "Schedule") relates to the common stock,
$0.001 par value per share ("Genomica Common Stock"), of Genomica Corporation, a
Delaware corporation ("Genomica"). The address of the principal executive office
of Genomica is 1715 38th Street, Boulder, Colorado 80301.
Item 2. Identity and Background.
(a)-(c) This Schedule is filed on behalf of Exelixis, Inc., a
Delaware corporation ("Exelixis"). Exelixis is a genomics-based drug discovery
company focused on the discovery and development of innovative new drugs for
major human diseases. The address of the principal executive office of Exelixis
is 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083.
Set forth on Schedule A is the name of each of Exelixis'
directors and executive officers as of the date hereof, along with the present
principal occupation or employment of such directors and executive officers and
the name, principal business and address of any corporation or other
organization other than Exelixis in which such employment is conducted.
(d)-(f) During the last five years, neither Exelixis nor, to
Exelixis' knowledge, has any person named in Schedule A to this Schedule been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Also during the last five years neither Exelixis nor, to
Exelixis' knowledge, has any person named in Schedule A to this Schedule been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is currently 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 of such laws.
To Exelixis' knowledge each of the individuals named in
Schedule A to this Schedule is a citizen of the United States, with the
exception of Peter Stadler, who is a citizen of Germany.
Item 3. Source and Amount of Funds or Other Consideration.
As an inducement to Exelixis' entering into the Agreement and Plan
of Merger and Reorganization, dated November 19, 2001, by and among Exelixis,
Bluegreen Acquisition Sub, Inc., a newly formed Delaware corporation and wholly
owned subsidiary of Exelixis ("Merger Sub") and Genomica (the "Agreement"),
certain directors, executive officers and affiliated stockholders of Genomica
(the "Stockholders") entered into Stockholder Tender Agreements (the "Tender
Agreements") with Exelixis, each dated as of November 19, 2001 (discussed in
Item 4 below). Exelixis did not pay additional consideration to the Stockholders
in connection with the execution and delivery of the Tender Agreements. In
addition, the Stockholders granted Exelixis an irrevocable proxy with respect to
the shares of Genomica Common Stock covered by the Tender Agreements.
References to, and descriptions of, the Offer (as defined below),
the Merger (as defined below), the Agreement and the Tender Agreements as set
forth herein are qualified in their entirety by reference to copies of the
Agreement and the form of Tender Agreement, included as Exhibit 1 and Exhibit 2,
respectively, to this Schedule, and are incorporated herein in their entirety
where such references and descriptions appear.
Page 4 of 10 Pages
Item 4. Purpose of Transaction.
(a)-(b) Pursuant to the Agreement and subject to the conditions
set forth therein, Merger Sub has commenced an exchange offer (the "Offer") to
exchange shares of the common stock $0.001 par value per share, of Exelixis
("Exelixis Common Stock") for all issued and outstanding shares of Genomica
Common Stock. Following the Offer, Merger Sub will merge with and into Genomica
and Genomica will become a wholly owned subsidiary of Exelixis (the "Merger").
Once the Merger is consummated, Merger Sub will cease to exist as a corporation
and all of the business, assets, liabilities and obligations of Merger Sub will
be merged into Genomica with Genomica remaining as the surviving corporation
(the "Surviving Corporation").
As a result of the Offer and the Merger, each outstanding
share of Genomica Common Stock, other than shares owned by Genomica, Exelixis
and Merger Sub, and, if applicable, stockholders of Genomica properly exercising
and not withdrawing appraisal rights, will be converted into the right to
receive a number of shares of Exelixis Common Stock equal to the Exchange Ratio
(as defined in the Agreement). Pursuant to Genomica's stock option plans, the
vesting of all Genomica stock options that are not assumed in connection with a
change in control (such as the consummation of the Offer) will accelerate and
all options held by employees or non-employee directors of Genomica will become
fully vested and exercisable immediately at the time Exelixis accepts the shares
of Genomica Common Stock for payment in the Offer. All Genomica stock options
that are not exercised at or before the date Exelixis accepts shares of Genomica
Common Stock for payment pursuant to the Offer will terminate pursuant to the
terms of the Genomica stock option plan under which the Genomica stock option
was issued. Under the terms of the Agreement, upon the completion of the Offer,
Exelixis will automatically assume each outstanding warrant to acquire shares of
Genomica Common Stock. Each Stockholder has, by executing a Tender Agreement,
agreed to tender in the Offer and to vote that portion of the 7,176,250 shares
of Genomica Common Stock beneficially owned by it (with respect to each
Stockholder, the "Shares"), as described in the Tender Agreement.
Under the Tender Agreements, each Stockholder has agreed to
tender (and has agreed not to withdraw) in accordance with the terms of the
Offer, the Stockholder's Shares. The Stockholders are not obligated to exercise
any outstanding options to acquire Genomica Common Stock; provided that at the
request of Exelixis, Stockholders will be obligated to exercise their options
and warrants to purchase up to 1,114,587 shares of Genomica Common Stock in the
aggregate and tender the shares issued upon exercise of such options and
warrants to the extent necessary to satisfy the minimum tender condition for the
Offer.
Under the terms of Genomica's stock option plans, Genomica has
agreed to provide loans to certain Stockholders (the "Officers") on commercially
reasonable terms to pay the exercise price in connection with the exercise of a
limited number of options to acquire Genomica Common Stock. In addition, in the
event that Exelixis requests Stockholders to exercise their options and warrants
to acquire Genomica Common Stock, at the request of a Stockholder, Exelixis has
committed to provide loans to that Stockholder on commercially reasonable terms
to satisfy the payment of the exercise price in connection with the exercise.
Further, if the Officers incur a tax obligation as a result of the exercise of
options to acquire Genomica Common Stock, Exelixis has agreed to waive the
Lock-Up Agreement (as described in the Agreement) solely to authorize the
Officers to sell a sufficient number of Shares to enable the Officers to pay
this tax obligation.
Under the Tender Agreements, subject to Exelixis' waiver of
such obligations, each of the Stockholders has agreed to tender, or cause to be
tendered, pursuant to and in accordance
Page 5 of 10 Pages
with the terms of the Offer, the Tender Shares (as defined in the Tender
Agreement), and agreed that he or she would not withdraw or permit the
withdrawal of the tender of the Tender Shares. Each of the Stockholders further
agreed that, during the period from the date of the Tender Agreement through the
Expiration Date (as defined in the Agreement), at any meeting of stockholders of
Genomica, and in any action by written consent of the stockholders of Genomica,
the Stockholder shall, unless otherwise directed in writing by Exelixis, vote
the Subject Securities (as defined in the Tender Agreement) or cause the Subject
Securities to be voted (to the extent such securities are entitled to be voted)
in the Stockholder's sole capacity as a stockholder: (a) against any action or
agreement that would result in a breach of any representation, warranty,
covenant or obligation of Exelixis in the Agreement; (b) against any action or
agreement that would cause any of the conditions to the Offer or the Merger not
to be satisfied; and (c) against the following actions (other than the Offer,
the Merger and the transactions contemplated by the Agreement): (i) any
Acquisition Proposal (as defined in Exhibit A of the Agreement); (ii) any change
in a majority of the members of the board of directors of Exelixis, other than
any change contemplated by the Agreement; or (iii) any other action which is
intended, or could reasonably be expected to, impede, interfere with, delay,
postpone, discourage or adversely effect the consummation of the Offer, the
Merger, or any of the other transactions contemplated by the Agreement or the
Tender Agreement. The Tender Agreements terminate upon the earlier to occur of
(a) the date upon which the Agreement is terminated pursuant to its terms, or
(b) the acceptance for exchange of Shares pursuant to the Offer (the "Offer
Acceptance Time" as defined in the Agreement). The purpose of the Tender
Agreements is to enable Exelixis and Genomica to consummate the transactions
contemplated under the Agreement.
(c) Not applicable.
(d) Upon the Offer Acceptance Time, Exelixis will be entitled to
designate four directors of Genomica. Genomica shall take all action reasonably
necessary to cause Exelixis' designees to be elected or appointed to Genomica's
board of directors. Until the Merger has become effective, Genomica's board of
directors will consist of at least three members who were directors of Genomica
before the consummation of the Offer (the "Continuing Directors"); provided,
however, that if Merger Sub purchases 85% or more of the Shares in the Offer,
the number of Continuing Directors will be reduced to one. Upon consummation of
the Merger, the directors of the Surviving Corporation shall be the directors of
Merger Sub, and the officers of the Surviving Corporation shall be the officers
of Merger Sub, until their respective successors are duly elected and qualified.
(e) Other than as a result of the Merger described in Item 3 and
Item 4, not applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of
Incorporation of Genomica shall be amended and restated in its entirety to be
the same in substance as the Certificate of Incorporation of Merger Sub, as in
effect immediately prior to the Merger, until thereafter amended. The name of
the Surviving Corporation will be Genomica Corporation. Upon consummation of the
Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger,
shall be the Bylaws of the Surviving Corporation until thereafter amended. In
connection with the execution and delivery of the Agreement, Genomica amended
its Rights Agreement, dated October 2, 2001 with Computershare Trust Company,
Inc., as rights agent (the "Rights Agreement") to provide, among other things,
that the
Page 6 of 10 Pages
Offer and the Merger will not result in the triggering of any rights or
obligations under the Rights Agreement.
(h) Upon consummation of the Merger, Genomica Common Stock will
be delisted from the NASDAQ Stock Market.
(i) Upon consummation of the Merger, Genomica Common Stock will
become eligible for termination of registration under the Act, pursuant to
Section 12(g)(4) of the Act.
(j) Other than described above, Exelixis currently has no plan
or proposal which relates to, or may result in, any of the matters listed in
Items 4(a) - (i) of this Schedule (although Exelixis reserves the right to
develop such plans or proposals).
References to, and descriptions of, the Agreement and the
Tender Agreements as set forth above in this Item 4 are qualified in their
entirety by reference to the copies of the Agreement and the form of Tender
Agreement, included as Exhibit 1 and Exhibit 2, respectively, to this Schedule,
and are incorporated in this Item 4 in their entirety where such references and
descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As a result of the Tender Agreements, Exelixis may be deemed
to be the beneficial owner of 7,176,250 shares of Genomica Common Stock. Based
on the number of shares of Genomica Common Stock outstanding as of November 19,
2001 (as represented by Genomica in the Agreement discussed in Items 3 and 4 and
footnote 1 above), the number of shares of Genomica Common Stock indicated
represent approximately 26.8% of the outstanding Genomica Common Stock,
including shares of Genomica Common Stock subject to options and warrants that
are vested or will vest within 60 days of November 19, 2001 assuming
consummation of the Offer. Exelixis may be deemed to have the shared power to
vote the Shares with respect to those matters described in Item 4(a) above.
However, Exelixis (i) is not entitled to any rights as a stockholder of Genomica
as to the Shares and (ii) disclaims any beneficial ownership of the shares of
Genomica Common Stock which are covered by the Tender Agreements. Exelixis does
not have the power to dispose of the Shares.
(c) Except as described herein, Exelixis has not effected any
transaction in Genomica Common Stock during the past 60 days and, to Exelixis'
knowledge, none of the persons named in Schedule A has effected any transaction
in Genomica Common Stock during the past 60 days.
(d) To the knowledge of Exelixis, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
to Securities of the Issuer.
To the knowledge of Exelixis, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and between
Page 7 of 10 Pages
and any person with respect to any securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, other than the
Agreement and the exhibits thereto, including the Tender Agreements and the
Lock-Up Agreement, the Agreement Regarding Stock Option Exercise and the
Partial Waiver of the Lock-Up Agreement (as discussed in Item 4).
Item 7. Material to be filed as Exhibits.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization, dated as of
November 19, 2001 by and among Exelixis Inc., a Delaware
corporation, Bluegreen Acquisition Sub, Inc., a Delaware
corporation and wholly owned subsidiary of Exelixis, Inc., and
Genomica Corporation, a Delaware corporation.
2. Form of Stockholder Tender Agreement, dated as of November 19,
2001, between Exelixis, Inc., a Delaware corporation, and
certain stockholders of Genomica Corporation, a Delaware
corporation.
Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule is true, complete and
correct.
Dated: November 29, 2001
EXELIXIS, INC.
By: /s/ Glen Y. Sato
Glen Y. Sato
Chief Financial Officer and Secretary
Page 9 of 10 Pages
SCHEDULE A
THE FOLLOWING IS A LIST OF THE DIRECTORS AND EXECUTIVE OFFICERS OF EXELIXIS:
BOARD OF DIRECTORS
Name Business Address Present Principal Occupation Citizenship
---- ---------------- ---------------------------- -----------
Charles Cohen, Ph.D. Meyerhofstrassel, 69117, Chief Executive Officer of United States
Heidelburg, Germany CellZome
Jurgen Drews, M.D. 383 Madison Ave., 28th Floor, Partner, Bear Stearns Health United States
New York, NY 10179 Innoventure Fund LLC
Geoffrey Duyk, M.D., Ph.D. 170 Harbor Way, P.O. Box 511, Chief Scientific Officer of United States
South San Francisco, CA 94083 Exelixis
Jason S. Fisherman, M.D. 75 State Street, Partner, Advent International United States
Boston, MA 02109 Corporation
Jean-Francois Formela, M.D. 222 Berkeley Street, #1950, Principal, Atlas Venture United States
Boston, MA 02116
Vincent Marchesi, M.D., Ph.D. Boyer Center for Molecular Professor of Pathology United States
Medicine at Yale University
Stelios Papadopoulos, Ph.D. 1221 Avenue of the Americas, Investment Banker, SG Cowen United States
New York, NY 10020
George A. Scangos, Ph.D. 170 Harbor Way, P.O. Box 511, Chief Executive Officer of United States
South San Francisco, CA 94083 Exelixis
Peter Stadler, Ph.D. Artemis Pharmaceutical GmbH, President and Chief Executive Germany
Neurather Ring 1 (PZK Koln), Officer of Artemis
51063 Koln (Mulheim) Pharmaceuticals, GmbH
Lance Willsey, M.D. 1 Newbrook Circle, Partner of DCF Capital United States
Chestnet Hill MA 02167
EXECUTIVE OFFICERS
Name Business Address Present Principal Occupation Citizenship
---- ---------------- ---------------------------- -----------
Christian Burks, Ph.D. 170 Harbor Way, P.O. Box 511, Vice President and United States
South San Francisco, CA 94083 Chief Informatics Officer
Geoffrey Duyk, M.D., Ph.D. 170 Harbor Way, P.O. Box 511, Chief Scientific Officer United States
South San Francisco, CA 94083
Matthew G. Kramer 170 Harbor Way, P.O. Box 511, General Manager and Vice United States
South San Francisco, CA 94083 President of Agricultural
Trait Development for
Exelixis Plant Sciences, a
wholly owned subsidiary of
Exelixis
Page 10 of 10 Pages
Name Business Address Present Principal Occupation Citizenship
---- ---------------- ---------------------------- -----------
Lloyd M. Kunimoto 170 Harbor Way, P.O. Box 511, Senior Vice President of United States
South San Francisco, CA 94083 Business Development
Jeffrey Latts, M.D. 170 Harbor Way, P.O. Box 511, Senior Vice President and United States
South San Francisco, CA 94083 Chief Medical Officer
Michael M. Morrissey, Ph.D. 170 Harbor Way, P.O. Box 511, Vice President of Discovery United States
South San Francisco, CA 94083 Research
Gregory Plowman, M.D., Ph.D. 170 Harbor Way, P.O. Box 511, Vice President of United States
South San Francisco, CA 94083 Pharmaceutical Research
Glen Y. Sato 170 Harbor Way, P.O. Box 511, Chief Financial Officer, Vice United States
South San Francisco, CA 94083 President of Legal Affairs
and Secretary
George A. Scangos, Ph.D. 170 Harbor Way, P.O. Box 511, President United States
South San Francisco, CA 94083
Pamela A. Simonton, J.D., 170 Harbor Way, P.O. Box 511, Vice President of Corporate United States
L.L.M. South San Francisco, CA 94083 Technology Development
D. Ry Wagner, Ph.D. 170 Harbor Way, P.O. Box 511, Vice President of Plant United States
South San Francisco, CA 94083 Genetics and Biotechnology
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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1 Agreement and Plan of Merger and Reorganization, dated as of
November 19, 2001 by and among Exelixis Inc., a Delaware
corporation, Bluegreen Acquisition Sub, Inc., a Delaware
corporation and wholly owned subsidiary of Exelixis, Inc.,
and Genomica Corporation, a Delaware corporation.
2 Form of Stockholder Tender Agreement, dated as of November 19,
2001, between Exelixis, Inc., a Delaware corporation, and
certain stockholders of Genomica Corporation, a Delaware
corporation.
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