UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
GENOME THERAPEUTICS CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
372430108
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(CUSIP Number)
March 5, 2002
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Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1 (b)
[x] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*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).
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CUSIP NO. 372430108
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Smithfield Fiduciary LLC - not applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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5. SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6. SHARED VOTING POWER
$12,000,000 principal amount of 6% Convertible Notes due
BENEFICIALLY December 31, 2004 (convertible into 1,500,000 shares of
Common Stock) /1/ /2/
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 390,000 shares of Common Stock) /2/
EACH
REPORTING -----------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
0
WITH
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8. SHARED DISPOSITIVE POWER
See Row 6 above.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.65% as of the date of this Statement. (Based on
22,821,429 shares of Common Stock issued and outstanding as of February
23, 2002, plus the shares of Common Stock issuable upon the conversion
of the Convertible Notes and exercise of the Warrants referred to in
Row 6 above.)
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12. TYPE OF REPORTING PERSON
OO - Limited Liability Company
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/1/ The Convertible Notes also accrue interest at a rate of 6.0% per annum,
payable quarterly in cash or in shares of Common Stock, at the discretion of
the Issuer.
/2/ See Footnote 2 in Item 4.
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CUSIP NO. 372430108
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highbridge International LLC - not applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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5. SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6. SHARED VOTING POWER
$12,000,000 principal amount of 6% Convertible Notes due
BENEFICIALLY December 31, 2004 (convertible into 1,500,000 shares of
Common Stock) /1/ /2/
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 390,000 shares of Common Stock) /2/
EACH
REPORTING -----------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
0
WITH
-----------------------------------------------------------
8. SHARED DISPOSITIVE POWER
See Row 6 above.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.65% as of the date of this Statement. (Based on
22,821,429 shares of Common Stock issued and outstanding as of February
23, 2002, plus the shares of Common Stock issuable upon the conversion
of the Convertible Notes and exercise of the Warrants referred to in
Row 6 above.)
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12. TYPE OF REPORTING PERSON
OO - Limited Liability Company
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/1/ The Convertible Notes also accrue interest at a rate of 6.0% per annum,
payable quarterly in cash or in shares of Common Stock, at the discretion of
the Issuer.
/2/ See Footnote 2 in Item 4.
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CUSIP NO. 372430108
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highbridge Capital Corporation - not applicable
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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5. SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6. SHARED VOTING POWER
$12,000,000 principal amount of 6% Convertible Notes due
BENEFICIALLY December 31, 2004 (convertible into 1,500,000 shares of
Common Stock) /1/ /2/
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 390,000 shares of Common Stock) /2/
EACH
REPORTING -----------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
0
WITH
-----------------------------------------------------------
8. SHARED DISPOSITIVE POWER
See Row 6 above.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
--------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.65% as of the date of this Statement. (Based on
22,821,429 shares of Common Stock issued and outstanding as of February
23, 2002, plus the shares of Common Stock issuable upon the conversion
of the Convertible Notes and exercise of the Warrants referred to in
Row 6 above.)
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12. TYPE OF REPORTING PERSON
OO - Limited Liability Company
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/1/ The Convertible Notes also accrue interest at a rate of 6.0% per annum,
payable quarterly in cash or in shares of Common Stock, at the discretion of
the Issuer.
/2/ See Footnote 2 in Item 4.
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CUSIP NO. 372430108
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highbridge Capital Management, LLC - 13-3993048
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5. SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6. SHARED VOTING POWER
$12,000,000 principal amount of 6% Convertible Notes due
BENEFICIALLY December 31, 2004 (convertible into 1,500,000 shares of
Common Stock) /1/ /2/
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 390,000 shares of Common Stock) /2/
EACH
REPORTING -----------------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
0
WITH
-----------------------------------------------------------
8. SHARED DISPOSITIVE POWER
See Row 6 above.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
--------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 7.65% as of the date of this Statement. (Based on
22,821,429 shares of Common Stock issued and outstanding as of February
23, 2002, plus the shares of Common Stock issuable upon the conversion
of the Convertible Notes and exercise of the Warrants referred to in
Row 6 above.)
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12. TYPE OF REPORTING PERSON
OO - Limited Liability Company
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/1/ The Convertible Notes also accrue interest at a rate of 6.0% per annum,
payable quarterly in cash or in shares of Common Stock, at the discretion of
the Issuer.
/2/ See Footnote 2 in Item 4.
Item 1.
(a) Name of Issuer
Genome Therapeutics Corp.
(b) Address of Issuer's Principal Executive Offices:
100 Beaver Street
Waltham, Massachusetts 02453
Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship
Smithfield Fiduciary LLC
The Anchorage Centre, 2nd Floor
Harbor Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge International LLC
The Anchorage Centre, 2nd Floor
Harbor Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Corporation
The Anchorage Centre, 2nd Floor
Harbor Drive, George Town,
Grand Cayman, Cayman Islands, British West Indies
Citizenship: Cayman Islands, British West Indies
Highbridge Capital Management, LLC
9 West 57th Street, 27th Floor
New York, New York 10019
Citizenship: State of Delaware
(d) Title of Class of Securities
Common Stock, par value $.10 per share
(e) CUSIP Number 372430108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership
(a) Amount Beneficially Owned
$12,000,000 principal amount of 6% Convertible Notes due December 31,
2004 (convertible into 1,500,000 shares of Common Stock)/1/ /2/
Warrants to purchase shares of Common Stock (exercisable for 390,000
shares of Common Stock) /2/
(b) Percent of Class
Approximately 7.65% as of the date of this Statement. (Based on
22,821,429 shares of Common Stock issued and outstanding as of February
23, 2002, plus the shares of Common Stock issuable upon the conversion
of the Convertible Notes and exercise of the Warrants referred to in
Item (a) above.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
See item (a) above.
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
See item (a) above.
/1/ The Convertible Notes also accrue interest at a rate of 6.0% per annum,
payable quarterly in cash or in shares of Common Stock, at the discretion of
the Issuer. See Footnote 2 below.
/2/ The securities reported herein include securities that the Reporting
Persons may acquire in the future through (i) the conversion of $12,000,000
principal amount of the 6% Convertible Notes due December 31, 2004 of the
Issuer (the "Convertible Notes"), which may be converted by the Reporting
Persons at any time prior to and including December 31, 2004 (the "Maturity
Date") into 1,500,000 shares of the Company's Common Stock (the "Common
Stock") as of the date of this Schedule at the conversion price described
below and (ii) the exercise of warrants (the "Warrants") to purchase up to
390,000 shares of Common Stock, which may be exercised by the Reporting
Persons to the extent the Convertible Notes are converted or if certain other
redemptions or repayments of the Convertible Notes occur at any time prior to
and including December 31, 2008. The conversion price for the Convertible
Notes is $8.00 (subject to adjustment to prevent dilution). The exercise
price of the Warrants is $8.00 (subject to adjustment to prevent dilution).
The Convertible Notes and the Warrants were issued on March 5, 2002.
The Convertible Notes accrue interest at the rate of 6.0% per annum from the
date of issuance, payable in cash or in shares of Common Stock at the option
of the Issuer (with certain exceptions). As of the date of this Schedule,
the Convertible Notes had accrued interest of approximately $19,726.
Pursuant to the terms of the Convertible Notes and the Warrants, the Reporting
Persons cannot be "beneficial owners" of more than 9.99% of the Common Stock
within the meaning of Rule 13d-1 of the Act.
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Item 2 above.
Item 8. Identification and Classification of Members of the Group
Inapplicable
Item 9. Notice of Dissolution of Group
Inapplicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
of 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.
Dated this 14th day of March, 2002
Smithfield Fiduciary LLC
By: /s/ Howard Feitelberg
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Howard Feitelberg, Director
Highbridge International LLC
By: /s/ Howard Feitelberg
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Howard Feitelberg, Director
Highbridge Capital Corporation
By: /s/ Howard Feitelberg
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Howard Feitelberg, Controller
Highbridge Capital Management, LLC
By: /s/ Ronald S. Resnick
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Ronald S. Resnick, Managing Director