SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
04/29/2004
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3. Issuer Name and Ticker or Trading Symbol
CYTOKINETICS INC
[ CYTK ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series C Preferred Stock |
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Common Stock, par value $0.001 per share |
2,105,263 |
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I |
See Footnote
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| Series E Preferred Stock |
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Common Stock, par value $0.001 per share |
1,000,000 |
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I |
See Footnote
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| HEMISPHERE HOUSE |
| NINE CHURCH STREET |
(Street)
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1. Name and Address of Reporting Person*
| HEMISPHERE HOUSE |
| NINE CHURCH STREET |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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/s/ Edward Poletti, Managing Director |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Attorney-in-Fact |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Attorney-in-Fact |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Vice President (7) |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Vice President (7) |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Attorney-in-Fact |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Controller |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Vice President |
04/29/2004 |
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/s/ Kenneth J. Lohsen, Attorney-in-Fact |
04/29/2004 |
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/s/ Nigel Jeffrey Arkley & John Ivan Sutlic, Directors |
04/29/2004 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
HEMISPHERE PRIVATE EQUITY PARTNERS, LTD.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That Hemisphere Private Equity Partners, Ltd., a company
organized under the laws of Bermuda ("HEMISPHERE"), acting on its own behalf and
in its capacity as the general partner of any partnership or member of any
limited liability company, does hereby irrevocably make, constitute and appoint
each of the hereunder mentioned persons as its true and lawful attorney-in-fact
(each, an "Attorney") to represent HEMISPHERE with full power of substitution
and full power and authority in its name, place and stead, and with all rights
and obligations connected therewith, to sign individually or severally and
deliver, for and on behalf of HEMISPHERE, any transaction documents,
certificates, instruments, filings, or agreements of any kind (each, an
"Agreement") and to do and perform any acts (each, an "Action") whatsoever
necessary or advisable in connection with, or relating to, a potential, initial,
existing, or subsequent investment by Credit Suisse First Boston Equity
Partners, L.P., Credit Suisse First Boston U.S. Executive Advisors, L.P. and
Credit Suisse First Boston Equity Partners (Bermuda), L.P. (collectively, the
"US Fund"), directly or indirectly in companies, partnerships or organizations
(the "Investment") or any subsidiaries or affiliates of such Investment,
including, without limitation, executing legal documentation, appearing at and
voting at shareholder's meetings or other meetings, executing documentation
relating to the establishment and maintenance of any form of entity to be used
as an investment vehicle in connection with the Investment and executing
documentation in connection with the purchase or sale of interest in the
Investment, otherwise acting on HEMISPHERE's behalf in connection with the
Investment; provided that, (i) the Investment has been approved by the
Investment Committee, Advisory Committee or other appropriate decision making
party, parties or entity for the US Fund, and (ii) that any and all Agreements
to be executed and delivered by an Attorney are in final form and that all such
agreements and any Actions to be taken by the Attorney have been revised and
approved by one of the global private equity practice group members of the
Credit Suisse First Boston Legal and Compliance Department:
Nicole S. Arnaboldi Lindsay Hollister
Thompson Dean Kenneth J. Lohsen
George R. Hornig Lawrence M.v.D. Schloss
This Limited Power of Attorney is coupled with an interest and may be
exercised by any of the above persons by signing individually as
attorney-in-fact for the undersigned. The Attorneys appointed pursuant hereto
shall have the power to appoint any substitute and to delegate to that
substitute any power hereby conferred as if he or she had been originally
appointed by this Limited Power of Attorney, provided that any powers of
attorney granted by such attorneys-in-fact in connection herewith shall only be
authorized hereunder if it (i) is limited to a duration of six months or less,
(ii) grants power of attorney only with respect to a specific transaction in
connection with the
Investment, and (iii) prohibits the granting of further power of attorney. Such
substitution shall be evidenced by the execution, by any one of the herein named
attorneys-in-fact signing singly, of a power of substation in substantially the
form attached hereto as Exhibit A.
This Limited Power of Attorney shall be effective on the date
hereof and shall continue until December 31, 2004 unless sooner terminated by
the undersigned. This Limited Power of Attorney shall be governed by and
construed in accordance with the laws of Bermuda.
IN WITNESS WHEREOF this Power of Attorney has been executed on
the 30th day of December, 2003.
Hemisphere Private Equity Partners, Ltd.
By: /s/ Christine A. Perinchief
---------------------------------------
Name: Christine A. Perinchief
Title: Alternate Director to Thomas Healy
EXHIBIT A
HEMISPHERE PRIVATE EQUITY PARTNERS, LTD.
LIMITED POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That Hemisphere Private Equity Partners, Ltd., a company
organized under the laws of Bermuda ("HEMISPHERE"), acting on its own behalf and
in its capacity as the general partner of any partnership or member of any
limited liability company, does hereby irrevocably make, constitute and appoint
[each of] the hereunder mentioned person[s] as its true and lawful
attorney-in-fact ([each,] an "Attorney") to represent HEMISPHERE with full power
of substitution and full power and authority in its name, place and stead, and
with all rights and obligations connected therewith, to sign individually [or
severally] and deliver, for and on behalf of HEMISPHERE, any transaction
documents, certificates, instruments, filings, or agreements of any kind (each,
an "Agreement") and to do and perform any acts (each, an "Action") whatsoever
necessary or advisable in connection with, or relating to, a potential, initial,
existing, or subsequent investment by Credit Suisse First Boston Equity
Partners, L.P., Credit Suisse First Boston U.S. Executive Advisors, L.P. and
Credit Suisse First Boston Equity Partners (Bermuda), L.P. (collectively, the
"US Fund"), directly or indirectly in [Investment Name] (the "Investment") or
any subsidiaries or affiliates of such Investment, including, without
limitation, executing legal documentation, appearing at and voting at
shareholder's meetings or other meetings, executing documentation relating to
the establishment and maintenance of any form of entity to be used as an
investment vehicle in connection with the Investment and executing documentation
in connection with the purchase or sale of interest in the Investment, otherwise
acting on HEMISPHERE's behalf in connection with the Investment; provided that,
(i) the Investment has been approved by the Investment Committee, Advisory
Committee or other appropriate decision making party, parties or entity for the
US Fund, and (ii) that any and all Agreements to be executed and delivered by an
Attorney are in final form and that all such Agreements and any Actions to be
taken by an Attorney have been reviewed and approved by one of the global
private equity practice group members of the Credit Suisse First Boston Legal
and Compliance Department:
[___________________]
This Limited Power of Attorney is coupled with an interest and
may be exercised by [any of] the above persons [persons] by signing individually
as attorney-in-fact for the undersigned. The attorney[s] appointed hereto shall
not have the power to further appoint any substitute.
This Limited Power of Attorney shall be effective on the date
hereof and shall continue until [SIX MONTHS FROM DATE OF EXECUTION] unless
sooner terminated by the undersigned. This Limited Power of Attorney shall be
governed by and construed in accordance with the laws of Bermuda.
IN WITNESS WHEREOF this Power of Attorney has been executed on
the _______ day of _____________, 200__.
[GRANTOR]
____________________________
Name:
Title: Attorney-in-Fact
ATTACHMENT A
(1) Includes (a) 2,893,799 shares of Series C Preferred Stock of the issuer
(the "Series C Shares") held by Credit Suisse First Boston Equity
Partners, L.P. ("CSFB-EP"); (b) 808,891 Series C Shares held by Credit
Suisse First Boston Equity Partners (Bermuda), L.P. ("CSFB Bermuda");
(c) 288,000 Series C Shares held by EMA Private Equity Fund 2000, L.P.
("EMA Private"); (d) 217,263 Series C Shares held by EMA Partners Fund
2000, L.P. ("EMA Partners"); and (e) 2,574 Series C Shares held by
Credit Suisse First Boston U.S. Executive Advisors, L.P. ("CSFB U.S.",
and together with CSFB-EP, CSFB Bermuda, EMA Private and EMA Partners,
the "CSFB Funds").
(2) Includes (a) 1,561,993 shares of Series E Preferred Stock of the issuer
(the "Series E Shares") held by CSFB-EP; (b) 436,617 Series E Shares
held by CSFB Bermuda; and (c) 1,390 Series E Shares held by CSFB U.S.
(3) In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this Form 3 is being filed by Credit
Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and
its subsidiaries, to the extent that they constitute the Credit Suisse
First Boston business unit (the "CSFB business unit") excluding Asset
Management (as defined below) (the "Reporting Person"). The CSFB
business unit is also comprised of an asset management business
principally conducted under the brand name Credit Suisse Asset
Management ("Asset Management"). The Reporting Person provides
financial advisory and capital raising services, sales and trading for
users and suppliers of capital around the world and invests in and
manages private equity and venture capital funds. Asset Management
provides asset management and investment advisory services to
institutional, mutual fund and private investors worldwide. The address
of the Bank's principal business and office is Uetlibergstrasse 231,
P.O. Box 900, CH 8070 Zurich, Switzerland. The address of the Reporting
Person's principal business and office in the United States is Eleven
Madison Avenue, New York, New York 10010.
The CSFB Funds are the holders of the Series C Shares and Series E
Shares and the underlying common stock of the Company. The principal
business office of each of the CSFB Funds is 11 Madison Avenue, New
York, New York 10010.
Pursuant to investment advisory agreements with CSFB-EP, CSFB Bermuda
and CSFB U.S., Credit Suisse First Boston Advisory Partners, LLC, a
Delaware limited partnership ("CSFB Advisory"), makes all investment
decisions for these three CSFB Funds, including the decision to buy,
sell or hold securities which
comprise the assets of each of these entities. In addition, EMA
Partners and EMA Private must invest in and dispose of its portfolio
securities pro rata simultaneously with CSFB-EP pursuant to EMA
Partners' and EMA Private's limited partnership agreements. Thus, CSFB
Advisory may be deemed to be the beneficial owner of the Series C
Shares and the Series E Shares and the underlying common stock owned by
the CSFB Funds.
CSFB Advisory is a wholly-owned subsidiary of the Bank. The investment
committee of CSFB Advisory that oversees the investment decisions made
for the CSFB Funds includes the employees of the Private Equity
Division ("Private Equity Division") of the CSFB business unit. The
Private Equity Division reports directly to a board of directors of
CSFB LP Holding ("CSFBLP"), a wholly- owned subsidiary of Credit Suisse
Group ("CSG"). Such board of directors is comprised in part of
executive officers of CSG; both CSG and CSFBLP are corporations formed
under the laws of Switzerland.
The ultimate parent company of the Bank is CSG. CSG is a global
financial services company with two distinct business units. In
addition to the CSFB business unit, CSG is comprised of the Credit
Suisse Financial Services business unit (the "Credit Suisse Financial
Services business unit"), which offers investment products, private
banking and financial advisory services, including insurance and
pension solutions, for private and corporate clients in Europe and
other markets around the world. CSG's business address is Paradeplatz
8, P.O. Box 1, CH 8070 Zurich, Switzerland.
CSG, for purposes of the federal securities laws, may be deemed
ultimately to control the Bank and the Reporting Person. CSG, its
executive officers and directors, and its direct and indirect
subsidiaries (including Asset Management and the Credit Suisse
Financial Services business unit) may beneficially own shares of the
securities of the issuer to which this form relates (the "Shares"), and
such Shares are not reported in this form. CSG disclaims beneficial
ownership of Shares beneficially owned by its direct and indirect
subsidiaries, including the Reporting Person. Each of Asset Management
and the Credit Suisse Financial Services business unit disclaims
beneficial ownership of Shares beneficially owned by the Reporting
Person. The Reporting Person disclaims beneficial ownership of Shares
beneficially owned by CSG, Asset Management and the Credit Suisse
Financial Services business unit.
Hemisphere Private Equity Partners, Ltd., a Bermuda company
("Hemisphere"), is the general partner of each of CSFB-EP, CSFB Bermuda
and CSFB U.S. and, other than the investment activities for which CSFB
Advisory is responsible, manages and controls the affairs of these
three funds. Hemisphere is engaged in the business of acting as general
partner to collective investment vehicles organized as limited
partnerships. Hemisphere is controlled by Hemisphere Private Equity
Partners Charitable Trust, a Bermuda trust ("Hemisphere Trust"),
created for the purpose of acting as beneficial owner of Hemisphere.
The
Hemisphere Trust Company Limited is the trustee of Hemisphere Trust and
is an indirect, wholly-owned subsidiary of Mutual Risk Management Ltd,
a Bermuda company limited by shares. Mutual Risk Management Ltd. is an
international risk management company and, to the extent it controls
Hemisphere in its capacity as trustee of Hemisphere Trust, is the
ultimate parent company of Hemisphere.
EXHIBIT 99.1
FORM 3 JOINT FILER INFORMATION
Name: Credit Suisse First Boston Equity Partners, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS, L.P.
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
1
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston Equity Partners
(Bermuda), L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
CREDIT SUISSE FIRST BOSTON EQUITY
PARTNERS (BERMUDA), L.P.
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
2
JOINT FILER INFORMATION (CONT'D)
Name: EMA Private Equity Fund 2000, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
EMA PRIVATE EQUITY FUND 2000, L.P.
By: Credit Suisse First Boston (Bermuda)
Limited, its general partner
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Vice President
3
JOINT FILER INFORMATION (CONT'D)
Name: EMA Partners Fund 2000, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
EMA PARTNERS FUND 2000, L.P.
By: Credit Suisse First Boston (Bermuda)
Limited, its general partner
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Vice President
4
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston U.S. Executive
Advisors, L.P.
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
CREDIT SUISSE FIRST BOSTON U.S. EXECUTIVE
ADVISORS, L.P.
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
5
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston Advisory Partners, LLC
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
CREDIT SUISSE FIRST BOSTON ADVISORY
PARTNERS, LLC
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Controller
6
JOINT FILER INFORMATION (CONT'D)
Name: Credit Suisse First Boston (Bermuda) Limited
Address: 11 Madison Avenue, New York, NY 10010
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
CREDIT SUISSE FIRST BOSTON (BERMUDA)
LIMITED
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Vice President
6
JOINT FILER INFORMATION (CONT'D)
Name: Hemisphere Private Equity Partners, Ltd.
Address: Hemisphere House, Nine Church Street, Hamilton HM11,
Hamilton, Bermuda
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
HEMISPHERE PRIVATE EQUITY
PARTNERS, LTD.
/s/ Kenneth J. Lohsen
--------------------------------------------
Name: Kenneth J. Lohsen
Title: Attorney-in-Fact
7
JOINT FILER INFORMATION (CONT'D)
Name: Hemisphere Private Equity Partners Charitable Trust
Address: Hemisphere House, Nine Church Street, Hamilton HM11,
Hamilton, Bermuda
Designated Filer: Credit Suisse First Boston
Issuer & Ticker Symbol: Cytokinetics, Incorporated ("CYTK")
Date of Event
Requiring Statement: April 29, 2004
HEMISPHERE PRIVATE EQUITY PARTNERS
CHARITABLE TRUST
By Hemisphere Trust Company Limited in its
capacity as trustee
/s/ Nigel Jeffrey Arkley & John Ivan Sutlic
--------------------------------------------
Name: Nigel Jeffrey Arkley & John Ivan Sutlic
Title: Directors
9
