SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13D-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(b)
(AMENDMENT NO. __)*
LYNX THERAPEUTICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
551812-30-8
(CUSIP Number)
FEBRUARY 20, 2004
(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 (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).
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CUSIP NO. 551812-30-8 13G PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSON TAKARA BIO, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION JAPAN
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5 SOLE VOTING POWER 564,903
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
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6 SHARED VOTING POWER 0
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7 SOLE DISPOSITIVE POWER 564,903
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8 SHARED DISPOSITIVE POWER 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,903
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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) 10.5%
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12 TYPE OF REPORTING PERSON CO
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PRELIMINARY NOTE:
This Schedule 13G is being filed with the Securities and
Exchange Commission (the "Commission") by Takara Bio, Inc., a corporation
organized under the laws of Japan ("Takara Bio") relating to its beneficial
ownership of the common stock, par value $0.01 per share (the "Lynx Common
Stock"), of Lynx Therapeutics, Inc., a Delaware corporation (the "Issuer").
Takara Bio originally filed its statement of beneficial ownership, with respect
to the Lynx Common Stock, on Schedule 13D on October 7, 2002, as amended by
Amendment No. 1 filed on December 27, 2002, and as further amended by Amendment
No. 2 filed on August 12, 2003. Takara Bio has elected to file under Schedule
13G as the provisions of paragraph (e), (f) or (g) of Rule 13d-1 do not apply to
its interests in the Lynx Common Stock.
ITEM 1(a). NAME OF ISSUER:
Lynx Therapeutics, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
25861 Industrial Boulevard, Hayward, California 94545
ITEM 2(a). NAME OF PERSON FILING:
Takara Bio, Inc.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Seta 3-4-1, Otsu, Shiga 520-2193, Japan
ITEM 2(c). CITIZENSHIP:
Japan
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
ITEM 2(e). CUSIP NUMBER:
551812-30-8
ITEM 3. FOR STATEMENTS FILED PURSUANT TO RULE 13D-1(b), OR 13D-2(b) OR
(c):
Not applicable.
ITEM 4. OWNERSHIP.
ITEM 4(a). AMOUNT BENEFICIALLY OWNED:
See Item 9 of the cover page attached hereto and the information
set forth below.
Page 3 of 6 Pages
ITEM 4(b). PERCENT OF CLASS:
See Item 11 of the cover page attached hereto. Such figure is
based on the number of shares of Lynx Common Stock outstanding as of November
13, 2003 as reported by the Issuer in its Quarterly Report on Form 10-Q for the
period ended September 30, 2003.
ITEM 4(c). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
See Item 5 of the cover page attached hereto.
(ii) Shared power to vote or direct the vote:
See Item 6 of the cover page attached hereto.
(iii)Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page attached hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page attached hereto.
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.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSONS.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
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
Page 4 of 6 Pages
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 or effect.
Page 5 of 6 Pages
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.
Date: February 27, 2004 TAKARA BIO, INC.
*
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Ikunoshin Kato
President & Chief Executive Officer
*By: /s/ Shiro Kuniya
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Shiro Kuniya
Attorney-in-Fact
For purposes of this Schedule 13G, the Power of Attorney of Takara Bio,
previously filed on December 27, 2002, on Schedule 13D is incorporated herein by
reference.
Page 6 of 6 Pages