SOMATIX THERAPY CORPORATION 3
3 · SOMATIX THERAPY CORPORATION · Filed Feb 28, 1997
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (3)
- [1]Pursuant to the stock option agreement, dated as of January 12, 1997 (the "Stock Option Agreement"), between Somatix Therapy Corporation, a corporation organized and existing under the laws of the State of Delaware ("Somatix"), as grantor, and Cell Genesys, Inc., a corporation organized and existing under the laws of the State of Delaware ("Cell Genesys"), as grantee, Somatix granted to Cell Genesys an option (the "Stock Option") to purchase 5,441,480 newly issued shares (the "Option Shares") of common stock, par value $.01 per share (the "Common Stock"), at a purchase price of $3.51 per share. The Stock Option was granted in connection with the execution of the agreement and plan of merger and reorganization, dated as of January 12, 1997 (the "Merger Agreement"), among Cell Genesys, S Merger Corp., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub") and a direct wholly owned subsidiary of Cell Genesys, and Somatix, pursuant to which, among other things, Merger Sub will be merged (the "Merger") with and into Somatix and Somatix will become a wholly owned subsidiary of Cell Genesys. As a result of the Stock Option Agreement and the Stock Option granted thereunder, Cell Genesys may be deemed to be the beneficial owner of 5,441,480 shares of Common Stock. Based on 27,344,121 shares of Common Stock outstanding as of January 6, 1997, Cell Genesys' percentage interest in the Common Stock would be approximately 16.6 percent after exercise of the Stock Option in full. In the event that the Stock Option becomes exercisable as described below, and Cell Genesys elects to exercise such option and purchase the Option Shares, Cell Genesys would possess sole voting and dispositive power with respect to such shares. The shares of Common Stock described herein are subject to the Stock Option, which is not currently exercisable. Nothing herein shall be deemed to be an admission by Cell Genesys as to the beneficial ownership of any shares of Common Stock, and Cell Genesys expressly disclaims beneficial ownership of all shares of Common Stock issuable upon exercise of the Stock Option.
- [2]Cell Genesys may exercise the Stock Option, in whole or in part, at any time or from time to time after the occurrence of any event or circumstance which obligates Somatix to pay to Cell Genesys any fee or expenses upon termination of the Merger Agreement and prior to the first to occur of any of (i) the effective time of the Merger; (ii) the termination of the Stock Option Agreement pursuant to its terms; or (iii) the date which is 90 days after the occurrence of any event triggering Cell Genesys' right to exercise the Stock Option.
- [3]The Stock Option Agreement will terminate by its terms on February 12, 1998. Page 3 of 3 pages