UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cytokinetics, Incorporated
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
23282W 10 0
(CUSIP Number)
December 22, 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 ("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).
CUSIP No. 23282W 10 0
CUSIP No. 13G Page of Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HBM BioVentures AG
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 5. SOLE VOTING POWER
SHARES 1,574,744 (1)
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,574,744 (1)
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,574,744
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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12. TYPE OF REPORTING PERSON*
HC, CO
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(1) See Item 4
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ITEM 1. (a) Name of Issuer:
Cytokinetics, Incorporated (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
280 East Grand Avenue
South San Francisco, CA 94080
ITEM 2. (a) Name of Person Filing:
HBM BioVentures AG
(a) Address of Principal Business Office:
The principal business office of HBM BioVentures AG is:
Zugerstrasse 50
6340 Baar
Switzerland
(b) Citizenship:
Switzerland
(c) Title of Class of Securities:
Common Stock, $0.001 par value
(d) CUSIP Number:
23282W 10 0
ITEM 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
Not applicable.
If this Statement is filed pursuant to Rule 13d-1(c), check this box
|X|
ITEM 4. Ownership
(a) HBM BioVentures AG beneficially owns 1,574,744 shares of the
Issuer's common stock through the wholly-owned subsidiaries
listed on Exhibit 1 hereto.
(b) Based on the number of shares of common stock reported as
outstanding in the Issuer's Quarterly Report on Form 10-Q
filed on November 12, 2004, HBM
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BioVentures AG beneficially owns 5.6% of the Issuer's issued
and outstanding common stock.
(c) By virtue of the voting and investment authority possessed by
its subsidiaries, HBM BioVentures AG may be deemed to have the
sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of 1,574,744 shares.
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 of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
See attached Exhibit 1.
ITEM 8. Identification and Classification of Members of the Group
Not applicable.
ITEM 9. Notice of Dissolution of Group
Not applicable.
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 or effect.
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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: January 4, 2005
HBM BioVentures AG
/s/ John Arnold as Attorney-in-Fact
-----------------------------------
By: John Arnold
Its: Attorney-in-Fact*
* Pursuant to Power of Attorney dated December 22, 2004, filed as Exhibit 2 to
this filing.
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Exhibit 1
The shares of the Issuer's common stock reported as beneficially owned by
HBM BioVentures AG in this Schedule 13G is beneficially owned, directly or
indirectly, through the following entities, each of which is a wholly-owned
subsidiary of HBM BioVentures AG:
1). HBM BioVentures (Cayman) Ltd.
2). International BM Biomedicine Holdings Inc.
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Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John Arnold as its lawful attorney-in-fact and agent, with full
power of substitution or revocation, for the undersigned and in the
undersigned's name, place and stead, to:
(1) execute and file with the United States Securities and Exchange
Commission and any stock exchange or similar authority, for and on its
behalf in any and all capacities, any and all reports required to be filed
by the Company pursuant to Section 13(d) or Section 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, with respect to securities which are
or may be deemed to be beneficially owned by the undersigned, including
but not limited to reports on Schedule 13D or Schedule 13G and Forms 3, 4
and 5, and any and all amendments to such reports and forms, with all
exhibits and any other document or instrument as may be required in
connection with the filing of such report or form; and
(2) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this Power of Attorney and the rights and powers herein
granted.
The undersigned acknowledges that the foregoing attorney-in-fact, by
serving in such capacity at the request of the undersigned, is not assuming any
of the responsibilities of the undersigned to comply with Section 13(d) or
Section 16 of the Exchange Act. This Power of Attorney shall remain in full
force and effect until revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 22nd day of December, 2004.
HBM BIOVENTURES AG HBM BIOVENTURES AG
/s/ Dr. Andreas Wicki /s/ Dr. Joachim Rudolf
- ---------------------------------- ----------------------------------
Name: Dr. Andreas Wicki Name: Dr. Joachim Rudolf
Title: Chief Executive Officer Title: Chief Financial Officer
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