UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
June 4, 2003
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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
BENEFICIALLY 795,392 shares of Common Stock
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 389,317 shares of Common Stock) /1/
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 4.54% as of the date of this Statement. (Based on
25,684,323 shares of Common Stock issued and outstanding as of
June 4, 2003 plus the shares of Common Stock issuable upon the
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/ See Footnote 1 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
BENEFICIALLY 795,392 shares of Common Stock
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 389,317 shares of Common Stock) /1/
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 4.54% as of the date of this Statement. (Based on
25,684,323 shares of Common Stock issued and outstanding as of
June 4, 2003 plus the shares of Common Stock issuable upon the
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/ See Footnote 1 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
BENEFICIALLY 795,392 shares of Common Stock
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 389,317 shares of Common Stock) /1/
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 4.54% as of the date of this Statement. (Based on
25,684,323 shares of Common Stock issued and outstanding as of
June 4, 2003 plus the shares of Common Stock issuable upon the
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/ See Footnote 1 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
BENEFICIALLY 795,392 shares of Common Stock
OWNED BY Warrants to purchase shares of Common Stock (exercisable
for 389,317 shares of Common Stock) /1/
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 4.54% as of the date of this Statement. (Based on
25,684,323 shares of Common Stock issued and outstanding as of
June 4, 2003 plus the shares of Common Stock issuable upon the
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/ See Footnote 1 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
795,392 shares of Common Stock
Warrants to purchase shares of Common Stock (exercisable
for 389,317 shares of Common Stock) /1/
(b) Percent of Class
Approximately 4.54% as of the date of this Statement. (Based on
25,684,323 shares of Common Stock issued and outstanding as of
June 4, 2003 plus the shares of Common Stock issuable upon the
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/ On June 4, 2003, the Issuer entered into an Amendment, Redemption and
Exchange Agreement dated as of June 4, 2003 (the "Agreement") with Smithfield
Fiduciary LLC ("Smithfield"). The Agreement provided for (a) the redemption
in cash of $8,000,000 principal amount of the 6% Convertible Notes due December
31, 2004 of the Issuer (the "Convertible Notes") (plus accrued and unpaid
interest thereon) held by Smithfield, (b) the conversion of the remaining
$4,000,000 principal amount of the Convertible Notes (plus accrued and unpaid
interest thereon) held by Smithfield into 1,596,947 shares of Common Stock at
an amended conversion price of $2.5686 and (c) the issuance to Smithfield of
warrants to purchase up to 389,317 shares of Common Stock (the "Exchange
Warrants") in exchange for warrants to purchase up to 390,000 shares of Common
Stock previously held by Smithfield.
Reference is made to the Agreement and the form of Exchange Warrants attached
as Exhibits 4.1 and 4.3, respectively, to the Issuer's Current Report on
Form 8-K filed on June 5, 2003, which are incorporated herein by reference,
and the description herein is qualified in its entirety by the Agreement and
form of Exchange Warrants.
The securities reported herein include securities that the Reporting Persons
may acquire in the future through the exercise of the Exchange Warrants at
any time and from time to time prior to and including June 4, 2008. The
exercise price of the Exchange Warrants is $3.71 (subject to adjustment to
prevent dilution).
Pursuant to the terms of the Exchange Warrants, the Reporting Persons cannot
be "beneficial owners" of more than 4.99% of the Common Stock within the
meaning of Rule 13d-1 of the Act upon exercise of the Exchange Warrants.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ X ].
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 10th day of June, 2003
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
Exhibit Index
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Exhibit Description
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1 Joint Filing Agreement
2 Amendment, Redemption and Exchange Agreement
by and between Genome Therapeutics Corp.
and Smithfield Fiduciary LLC dated as of
June 4, 2003 (incorporated by reference to
Exhibit 4.1 to the Issuer's Current Report
on Form 8-K filed on June 5, 2003).
3 Form of Exchange Warrants issued to
Smithfield Fiduciary LLC (incorporated by
reference to Exhibit 4.3 to the Issuer's
Current Report on Form 8-K filed on June 5,
2003).