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| CIK | 1034072 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Deltagen Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 16, 2009 |
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| January 12, 2009 |
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| August 4, 2003 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-31147 DELTAGEN, INC. (Exact name of registrant as specified in its chart |
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| July 1, 2003 |
EX-99.1 3 dex991.htm DELTAGEN, INC. NEWS RELEASE DATED JUNE 27, 2003 Exhibit 99.1 Deltagen, Inc. Files Voluntary Petition Under Chapter 11 of the United States Bankruptcy Code and Announces Delisting from the Nasdaq National Market REDWOOD CITY, Calif., June 27 Deltagen, Inc. (Nasdaq: DGEN) today announced that it has filed a voluntary petition under Chapter 11 of the federal Bankruptcy Code in th |
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| July 1, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 27, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No. |
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| June 16, 2003 |
Deltagen Provides Financing Update Exhibit 99.1 Press Release Source: Deltagen, Inc. Deltagen Provides Financing Update Monday June 16, 8:31 am ET Announces Management Changes REDWOOD CITY, Calif., June 16 — Deltagen, Inc. (Nasdaq: DGEN) today announced that given actions taken by Lexicon Genetics, Incorporated and the landlord of Deltagen’s primary facility in Redwood City, California and discussions with the bridge loan lenders, |
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| June 16, 2003 |
8-K 1 d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 13, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organizatio |
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| June 16, 2003 |
Deltagen Board Member Resignations Exhibit 99.1 Press Release Source: Deltagen, Inc. Deltagen Board Member Resignations REDWOOD CITY, Calif., June 13 — Deltagen, Inc. (Nasdaq: DGEN) today announced that two of its board members, Dr. Philippe O. Chambon, General Partner of The Sprout Group, and F. Noel Perry, Managing Director at Baccharis Capital, have resigned from the Company’s board of directors effective immediately. These form |
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| June 16, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 16, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other jurisdiction of incorporation or organization) 000-31147 (Commission File No.) 94-326065 |
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| June 10, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 9, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No.) |
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| June 10, 2003 |
Deltagen Updates Status of Bridge Loan and Private Placement Exhibit 99.1 Contact: John Varian Interim Chief Financial Officer Phone: (650) 569-5481 [email protected] Deltagen Updates Status of Bridge Loan and Private Placement REDWOOD CITY, Calif., June 9, 2003—Deltagen, Inc. (Nasdaq: DGEN) today announced that, pursuant to the related loan documents, it has informed the providers of its $5 million bridge loan of the receipt of a letter from the landlor |
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| June 4, 2003 |
PRER14A 1 dprer14a.htm REVISED PRELIMINARY PROXY STATEMENT Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For U |
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| June 3, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT No. 2) 10-K/A 1 d10ka.htm AMENDMENT NO. 2 TO FORM 10-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission File Number 000-31147 DELTAGEN, INC. (Exact name of registrant as specified in its charter) Delaware (St |
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| June 3, 2003 |
Exhibit 99.1 CERTIFICATIONS I, Joseph M. Limber, certify that: 1. I have reviewed this annual report on Form 10-K of Deltagen, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp |
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| June 3, 2003 |
Exhibit 99.2 I, John Varian, certify that: 1. I have reviewed this annual report on Form 10-K of Deltagen, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period co |
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| June 3, 2003 |
Exhibit 10.62.3 PROMISSORY NOTE 4/1/03 (Date) FOR VALUE RECEIVED, Deltagen, Inc. a corporation located at the address stated below (“Maker”) promises, jointly and severally if more than one, to pay to the order of General Electric Capital Corporation or any subsequent holder hereof (each, a “Payee”) at its office located at 401 Merritt 7 Suite 23, Norwalk, CT 06851-1177 or at such other place as P |
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| May 20, 2003 |
Exhibit 10.64.3 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. DELTABASE(TM) COLLABORATION AGREEMENT THIS DELTABASE(TM) COLLABORATION AGREEMENT (this "Agreement") is entered into as of September 19, 2001 (the "Effective Date"), by and between DELTAGEN, IN |
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| May 20, 2003 |
Exhibit 10.64.2 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. SUBLICENSE AGREEMENT This Sublicense Agreement (this "Agreement") is made and entered into this 19th day of September, 2001 (the "Effective Date") by and between Lexicon Genetics Incorporated, |
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| May 20, 2003 |
SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 EX-99.2 8 dex992.htm CFO CERTIFICATION Exhibit 99.2 SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of Deltagen, Inc. for the quarter ended September 30, 2002, I, John Varian, Chief Financial Officer of Deltagen, Inc., hereby certify pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to ( |
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| May 20, 2003 |
Exhibit 10.64.1 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT ("Agreement") is made and entered into as of September 19, 2001 ("Effective Date"), by and among Lexicon Genetics Incorporated ("Lexicon"), a cor |
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| May 20, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2003 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| May 20, 2003 |
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 99.1 SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of Deltagen, Inc. for the quarter ended September 30, 2002, I, Joseph M. Limber, Interim Chief Executive Officer of Deltagen, Inc., hereby certify pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxl |
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| May 20, 2003 |
EXHIBIT 4.5.1 STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this “Agreement”), effective as of February 28, 2003 (the “Effective Date”), is entered into between DELTAGEN, INC., a Delaware corporation with a place of business at 740 Bay Road, Redwood City, CA 94063 (“Deltagen”) and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation with a place of business at Route 206 and Province Line Road, |
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| May 16, 2003 |
Deltagen Reports First Quarter 2003 Financial Results Relaunch efforts underway Exhibit 99.1 News Release Contact: John Varian Interim Chief Financial Officer Phone: (650) 569-5481 [email protected] For Immediate Release Deltagen Reports First Quarter 2003 Financial Results Relaunch efforts underway REDWOOD CITY, Calif., May 15, 2003—Deltagen, Inc. (Nasdaq: DGEN) today reported a net loss for the three-month period ended March 31, 2003 of $18.0 million, or $0.45 per share, |
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| May 16, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 15, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No.) |
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| May 15, 2003 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2003 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period |
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| April 30, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT No. 1) Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission File Number 000-31147 DELTAGEN, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or or |
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| April 30, 2003 |
Exhibit 99.2 I, Richard H. Hawkins, certify that: 1. I have reviewed this annual report on Form 10-K of Deltagen, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe |
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| April 30, 2003 |
Exhibit 99.1 CERTIFICATIONS I, Joseph M. Limber, certify that: 1. I have reviewed this annual report on Form 10-K of Deltagen, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp |
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| April 24, 2003 |
1,508,978 Shares DELTAGEN, INC. Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) File Number 333-101228 1,508,978 Shares DELTAGEN, INC. |
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| April 16, 2003 |
Deltagen Reports Fourth Quarter 2002 Financial Results Exhibit 99.1 Contacts: Joseph M. Limber Interim Chief Executive Officer (650) 569-5188 [email protected] For Immediate Release Deltagen Reports Fourth Quarter 2002 Financial Results REDWOOD CITY, Calif., April 15, 2003 – Deltagen, Inc. (Nasdaq: DGEN) today reported financial results for the fourth quarter and year ended December 31, 2002. Revenue for the fourth quarter of 2002 increased 93% to |
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| April 16, 2003 |
Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 DELTAGEN, INC. |
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| April 16, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 15, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No |
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| April 15, 2003 |
EXHIBIT 10.52 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is entered into by and between William Matthews, Ph.D. ("Matthews") and Deltagen, Inc., a Delaware corporation ("Deltagen") (together the "Parties") as of the Effective Date of the Transition Agreement and Release by and between Matthews and Deltagen, dated January 17, 2003 (the "Transition Agreement and Release"). RECITALS |
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| April 15, 2003 |
Exhibit 10.25.1 LEASE TERMINATION AGREEMENT This LEASE TERMINATION AGREEMENT ("Agreement") is dated for reference purposes only March 27, 2003 and is to be effective as of the date of the last signature appearing hereon (the "Effective Date"), and is entered into by and among WILLOW PARK HOLDING COMPANY II, LLC, a Delaware limited liability company ("Willow Park"), AMB PROPERTY, L.P., a Delaware l |
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| April 15, 2003 |
Exhibit 10.63 SUBLEASE THIS SUBLEASE ("Sublease"), dated June 15, 2001 for reference purposes only, is entered into by and between Applera Corporation, a Delaware corporation ("Sublandlord"), and Deltagen Inc., a Delaware corporation ("Subtenant"). RECITALS A. Sublandlord leases those certain premises situated in Alameda, California (the "Premises") situated in the building commonly known as 1501 |
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| April 15, 2003 |
EX-99.2 29 dex992.htm CFO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 99.2 I, Richard H. Hawkins, certify that: 1. I have reviewed this annual report on Form 10-K of Deltagen, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances u |
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| April 15, 2003 |
EXHIBIT 10.51 AGREEMENT This Agreement (the "Agreement") is entered into as of February 14, 2003 (the "Execution Date") by and between Deltagen, Inc., a Delaware corporation (the "Company"), and Mark Moore, Ph.D. ("Executive") (together "the Parties"). WHEREAS, Executive is employed by the Company as Chief Scientific Officer pursuant to the terms of an employment agreement dated April 7, 2000 (the |
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| April 15, 2003 |
Exhibit 10.39.1 Execution AGREEMENT This Agreement (this "Agreement"), dated as of February 28, 2003, is entered into among DELTAGEN, INC., a Delaware corporation with a place of business at 740 Bay Road, Redwood City, CA 94063 ("Deltagen"), and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation with a place of business at Route 206 and Province Line Road, Princeton, NJ 08543 ("BMS"). WHEREAS, B |
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| April 15, 2003 |
Exhibit 10.39.2 Execution LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT WITH LANDLORD CONSENT RECORDING REQUESTED BY AND ) WHEN RECORDED, RETURN TO: ) Bristol-Myers Squibb Pharma Company ) Post Office Box 4000 ) Princeton, NJ 08543 ) Attention: Director of Real Estate ) (Space above for Recorder's use) THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made as of March 1, 2003 (the " |
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| April 15, 2003 |
Exhibit 10.62.2 L&W COMMENTS 3/26/03 ADDITIONAL COLLATERAL RIDER Part of Master Security Agreement dated as of June 15, 2000 (the "Contract") between GENERAL ELECTRIC CAPITAL CORPORATION (the "Secured Party") and DELTAGEN, INC. (the "Debtor"). As security for the full and faithful performance by the Debtor of all of the terms and conditions upon the Debtor's part to be performed under the Contract |
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| April 15, 2003 |
Exhibit 10.30.1 Option Agreement This Option Agreement (this "Agreement") is made as of March , 2003 (the - "Effective Date"), by and between Woodside Technology Center, LLC, a Delaware limited liability company ("Landlord"), and Deltagen, Inc., a Delaware corporation ("Tenant"). Recitals A. Landlord and Tenant have previously entered into that certain Building Lease dated July 11, 2001 (the "Leas |
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| April 15, 2003 |
Exhibit 10.25.2 FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT This First Amendment To Lease Termination Agreement ("Agreement") is dated and effective April 1, 2003, and is entered into by and among WILLOW PARK HOLDING COMPANY II, LLC, a Delaware limited liability company ("Willow Park"), AMB PROPERTY, L.P., a Delaware limited partnership ("AMB", and together with Willow Park, the "Landlords") an |
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| April 15, 2003 |
Exhibit 10.62 MASTER SECURITY AGREEMENT dated as of June 15, 2000 ("Agreement") THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party"), and Deltagen, Inc. ("Debtor"). Secured Party has an office at 5150 El Camino Real, Suite B-21, Los Altos, CA 94022. Debtor is a corporation organized and existing under the laws of the sta |
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| April 15, 2003 |
EXHIBIT 10.50 Execution Version SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (the "Agreement"), effective as of February 13, 2003, is made by and between DELTAGEN, INC., a Delaware corporation (hereinafter the "Company"), and RICHARD HAWKINS (hereinafter "Executive"). RECITALS WHEREAS, the Company and Executive entered into that certain Employment Agreement, |
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| April 15, 2003 |
Exhibit 10.62.1 AMENDMENT THIS AMENDMENT is made as of the 15th day of June, 2000, between General Electric Capital Corporation ("Secured Party") and Deltagen, Inc. ("Debtor") in connection with that certain Master Security Agreement dated or dated as of June 15, 2000 ("Agreement"). The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth therein. Section re |
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| April 15, 2003 |
Exhibit 4.8 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY |
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| April 15, 2003 |
Exhibit 10.60 February 26, 2003 Mr. Augustine Yee 195 Hillside Avenue Menlo Park, CA 94025 Re: Separation Agreement Dear Augustine: This letter, upon your signature, will constitute the agreement between you and Deltagen, Inc. ("Deltagen") on the terms of your separation from employment with Deltagen. 1. Your employment terminates effective February 26, 2003 (the "separation date"). After that dat |
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| April 15, 2003 |
EXHIBIT 10.54 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the "Agreement") is entered into as of January 17, 2003 by and between Deltagen, Inc., a Delaware corporation (the "Company"), and Michael T. Sember ("Executive") (together "the Parties"). This Agreement is effective only if it has been executed by the Parties and the revocation period has expired as set forth in |
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| April 15, 2003 |
Exhibit 10.31.3 CONDITIONAL FORBEARANCE AGREEMENT THIS CONDITIONAL FORBEARANCE AGREEMENT ("Agreement"), dated as of April 1, 2003, is made by and between HEARTPORT, INC., a Delaware corporation ("Sublandlord"), and DELTAGEN, INC., a Delaware corporation ("Subtenant"). R E C I T A L S: A. Sublandlord and Subtenant entered into that certain Sublease Agreement dated July 10, 2001 (the "Sublease") pur |
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| April 15, 2003 |
Exhibit 10.63.1 AMENDMENT TO SUBLEASE Applera Corporation ("Sublandlord"), as sublandlord under that certain Sublease dated June 15, 2001 with Deltagen Inc. ("Subtenant") and Subtenant hereby agree that notwithstanding Section 3(f) of the Sublease, in the event of a casualty or condemnation affecting the subleased premises, Sublandlord shall upon written request of Subtenant, terminate the Master |
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| April 15, 2003 |
Exhibit 4.9 THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), BUT RATHER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT AS EXPRESSLY PERMITTED HEREIN, AND THEN ONLY IN ACCORDANCE WITH A VALID REGISTRATION STA |
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| April 15, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 d10k.htm FORM 10-K Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 Commission File Number 000-31147 DELTAGEN, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| April 15, 2003 |
Exhibit 99.1 CERTIFICATIONS I, Joseph M. Limber, certify that: 1. I have reviewed this annual report on Form 10-K of Deltagen, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with resp |
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| April 15, 2003 |
Exhibit 10.25.3 SECOND AMENDMENT TO LEASE TERMINATION AGREEMENT This Second Amendment To Lease Termination Agreement ("Agreement") is dated and effective April 2, 2003, and is entered into by and among WILLOW PARK HOLDING COMPANY II, LLC, a Delaware limited liability company ("Willow Park"), AMB PROPERTY, L.P., a Delaware limited partnership ("AMB", and together with Willow Park, the "Landlords") |
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| April 15, 2003 |
EXHIBIT 10.53 TRANSITION AGREEMENT AND RELEASE This Transition Agreement and Release (the "Agreement") is entered into as of January , 2003 (the "Execution Date") by and between Deltagen, Inc., a Delaware corporation (the "Company"), and William Matthews, Ph.D. ("Executive") (together "the Parties"). This Agreement is effective only if it has been executed by the Parties and the revocation period |
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| April 15, 2003 |
Ex 10.61 LOAN REPAYMENT AGREEMENT AGREEMENT dated as of the 6th day of January, 2003 between DELTAGEN, INC. ("Company"), a Delaware Company and AUGUSTINE YEE ("Employee"). WHEREAS, the Company made a relocation assistance loan to Borrower evidenced by that certain Promissory Note Secured by Deed of Trust dated March 21, 2000 (the "Relocation Loan") in the original principal amount of $50,000; WHER |
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| April 15, 2003 |
Exhibit 10.63.2 SUBLEASE TERMINATION AGREEMENT This SUBLEASE TERMINATION AGREEMENT ("Agreement") is made and entered into as of the 31st day of March, 2003 (the "Effective Date"), by and between, Applera Corporation, a Delaware corporation f/k/a PE Corporation ("Sublandlord"), and Deltagen, Inc., a Delaware corporation ("Deltagen") with reference to the following facts: RECITALS WHEREAS, 1501 Harb |
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| April 15, 2003 |
Exhibit 4.10 THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), BUT RATHER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION THEREFROM. THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT AS EXPRESSLY PERMITTED HEREIN, AND THEN ONLY IN ACCORDANCE WITH A VALID REGISTRATION ST |
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| April 15, 2003 |
Exhibit 21 Subsidiaries Subsidiary Name and Name Under Which Business is Conducted Jurisdiction of Incorporation or Organization Deltagen Protemics, Inc. Delaware XenoPharm, Inc. Delaware Deltagen Research Laboratories, L.L.C. Delaware Deltagen Europe, S.A. France 1 |
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| April 14, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 10, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No |
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| April 14, 2003 |
Deltagen Relaunches by Streamlining Operations Exhibit 99.1 Contact: Joseph M. Limber Interim Chief Executive Officer 650.569.5188 [email protected] For Immediate Release Deltagen Relaunches by Streamlining Operations REDWOOD CITY, Calif., April 10, 2003 – Deltagen, Inc. (Nasdaq: DGEN) today announced a series of actions to streamline operations, reduce future obligations and enhance its commercial capabilities. Several important cost-cutti |
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| April 4, 2003 |
EXHIBIT 4.1 STOCK PURCHASE AGREEMENT Stock Purchase Agreement (this “Agreement”), dated as of April 2, 2003, among Deltagen, Inc., a Delaware corporation (the “Company”); and the investors listed on Exhibit A attached hereto (each a “Purchaser” and together the “Purchasers”). R E C I T A L S: Whereas, the Company desires to issue and sell to the Purchasers, and each Purchaser desires to purchase f |
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| April 4, 2003 |
Joseph M. Limber to become Deltagen CEO EX-99.1 9 dex991.htm DELTAGEN, INC. NEWS RELEASE DATED APRIL 4,2003 EXHIBIT 99.1 [LOGO OF DELTAGEN] News Release Contact: Joseph M. Limber Interim Chief Executive Officer 650.569.5188 [email protected] For Immediate Release Joseph M. Limber to become Deltagen CEO REDWOOD CITY, Calif., April 4, 2003 – Deltagen, Inc. (Nasdaq: DGEN) announced today that Joseph M. Limber will assume the position of |
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| April 4, 2003 |
FORM OF SECURED PROMISSORY NOTE $ April , 2003 Redwood City, California EX-10.4 7 dex104.htm FORM OF SECURED PROMISSORY NOTE EXHIBIT 10.4 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR A |
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| April 4, 2003 |
DELTAGEN, INC. SECURITY AGREEMENT EXHIBIT 10.3 EXECUTION VERSION DELTAGEN, INC. SECURITY AGREEMENT This Security Agreement (the “Agreement”) is made as of April 2, 2003 by Deltagen, Inc., a Delaware corporation (the “Debtor”), in favor of each of the secured parties listed on the signature pages hereto (each, a “Secured Party” and collectively, the “Secured Parties”). RECITALS The Debtor and the Secured Parties are parties to a Se |
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| April 4, 2003 |
Voting Agreement EXHIBIT 10.2 VOTING AGREEMENT This Voting Agreement (the “Agreement”) is made as of the 2nd day of April, 2003, by and among Deltagen, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s Series A Preferred Stock who are parties hereto (each an “Investor” and collectively the “Investors”). RECITALS WHEREAS, the Company and the Investors have entered in |
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| April 4, 2003 |
EXHIBIT 10.1 EXECUTION VERSION DELTAGEN, INC. SECURED PROMISSORY NOTE PURCHASE AGREEMENT April 2, 2003 DELTAGEN, INC. SECURED PROMISSORY NOTE PURCHASE AGREEMENT This Secured Promissory Note Purchase Agreement (the “Agreement”) is made as of the 2nd day of April, 2003 by and between Deltagen, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A-1 attached to |
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| April 4, 2003 |
8-K 1 d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 4, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organizatio |
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| April 4, 2003 |
EX-10.5 8 dex105.htm EMPLOYMENT AGREEMENT EXHIBIT 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is entered into by and between Deltagen, Inc., a Delaware corporation (the “Company”), and Joseph M. Limber, the undersigned individual (the “Executive”). RECITAL The Company and Executive desire to enter into an Employment Agreement setting forth the terms and conditions of Executive’s employment |
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| April 4, 2003 |
EXHIBIT 99.2 [LOGO OF DELTAGEN] News Release Contact: Joseph M. Limber Interim Chief Executive Officer 650.569.5188 [email protected] For Immediate Release Deltagen Secures Commitment for $10 Million in Equity —$5 Million Initially Funded Through Bridge Loan— REDWOOD CITY, Calif., April 4, 2003 – Deltagen, Inc. (Nasdaq: DGEN) today announced that it has secured a minimum commitment for $10 mill |
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| April 3, 2003 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2003 |
(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING For Period Ended: December 31, 2002 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form N-SAR For the Transition Period Ended: Read Attached Instruction Sheet Before Preparing Form. |
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| February 28, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Deltagen, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 24783R103 (CUSIP Number) Ivy B. Dodes Credit S |
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| February 13, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 13, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File |
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| February 13, 2003 |
Deltagen Announces Resignation of CEO EX-99.1 3 dex991.htm NEWS RELEASE DATED FEBRUARY 13, 2003 Exhibit 99.1 NEWS RELEASE [LOGO OF DELTAGEN] Contact: Richard H. Hawkins Chief Financial Officer 650.569.5164 [email protected] For Immediate Release Deltagen Announces Resignation of CEO REDWOOD CITY, Calif., February 13, 2003 – Deltagen, Inc. (Nasdaq: DGEN) today announced the resignation of William Matthews, Ph.D., chief executive of |
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| February 6, 2003 |
SEC 1745 (02-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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| January 21, 2003 |
Deltagen Announces Management Changes EX-99.1 3 dex991.htm PRESS RELEASE DATED JANUARY 21,2003 Exhibit 99.1 Deltagen Announces Management Changes REDWOOD CITY, Calif., Jan. 21 — Deltagen, Inc. (Nasdaq: DGEN) today announced changes to its executive management team and Board of Directors. The Company has accepted the resignations of Edward E. Penhoet, Ph.D, member of Deltagen’s Board of Directors, and also of Michael T. Sember, Deltage |
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| January 21, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 21, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File |
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| January 6, 2003 |
Exhibit 99.1 Deltagen To Focus Business Operations on Drug Discovery Tools and Services —Company to Significantly Reduce Expenses and Burn Rate in 2003— REDWOOD CITY, Calif., January 6, 2003 — Deltagen, Inc. (Nasdaq: DGEN) today announced that the company has realigned its business strategy and operations to focus on providing drug discovery tools and services to the biopharmaceutical industry uti |
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| January 6, 2003 |
8-K 1 d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 6, 2003 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organizat |
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| November 22, 2002 |
Exhibit 99.1 Deltagen Creates “Office of the Chairman” and Elects Constantine Anagnostopoulos, Ph.D. to Chairman of the Board of Directors Dr. Anagnostopoulos to Focus on Operational and Financial Management of the Company REDWOOD CITY, Calif., November 22, 2002 — Deltagen, Inc. (Nasdaq: DGEN) today announced the election of Constantine Anagnostopoulos, Ph.D., to chairman of the Board of Directors |
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| November 22, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 22, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File |
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| November 15, 2002 |
As filed with the Securities and Exchange Commission on November 15, 2002 Table of Contents As filed with the Securities and Exchange Commission on November 15, 2002 Registration No. |
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| November 14, 2002 |
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 99.1 SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of Deltagen, Inc. for the quarter ended September 30, 2002, I, William Matthews, Chairman and Chief Executive Officer of Deltagen, Inc., hereby certify pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbane |
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| November 14, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 13, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File |
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| November 14, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| November 14, 2002 |
Deltagen Reports Third Quarter 2002 Financial Results News release dated 11/13/2002 Exhibit 99.1 Deltagen Reports Third Quarter 2002 Financial Results REDWOOD CITY, Calif., Nov. 13 — Deltagen, Inc. today reported financial results for the nine-month period ended September 30, 2002. Revenue for the third quarter of 2002 increased 95% to $4.4 million, compared to $2.3 million for the corresponding quarter of 2001. For the nine-months ended September 30 |
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| November 14, 2002 |
Loan Modification Agreement Exhibit 10.49 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of November 8, 2002, by and between Deltagen, Inc. (the “Borrower”) and Silicon Valley Bank (“Bank”). 1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other Obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan |
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| November 14, 2002 |
AMENDMENT TO EMPLOYMENT AGREEMENT EX-10.48 3 dex1048.htm AMENDMENT OF EMPLOYMENT AGREEMENT Exhibit 10.48 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), effective as of October 21, 2002, is made by and between Deltagen, Inc., a Delaware corporation (the “Company”), and Michael T. Sember, the undersigned individual (“Executive”). RECITAL The Company and Executive desire to modify the Employme |
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| November 14, 2002 |
SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 Exhibit 99.2 SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of Deltagen, Inc. for the quarter ended September 30, 2002, I, Richard Hawkins, Chief Financial Officer of Deltagen, Inc., hereby certify pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act of |
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| October 4, 2002 |
Exhibit 99.1 Deltagen Announces Cost Savings Plan and Realignment of Business To Focus on Revenue Growth Through Expanded Offerings REDWOOD CITY, Calif., Oct. 2—Deltagen, Inc. today announced a strategic business realignment and an immediate action plan to reduce cash burn rate in response to market conditions. Deltagen’s business strategy will focus on tools, services and targets for the discover |
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| October 4, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 2, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File N |
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| August 19, 2002 |
2,647,481 Shares DELTAGEN, INC. Common Stock 424B3 1 d424b3.htm PURSUANT TO RULE 424(B)3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-88364 2,647,481 Shares DELTAGEN, INC. Common Stock This prospectus is part of a registration statement that covers 2,647,481 shares of our common stock. These shares may be offered and sold from time to time by our stockholder, Bristol-Myers Squibb Company. We will not receive any pr |
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| August 19, 2002 |
5,543,822 Shares DELTAGEN, INC. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-88686 5,543,822 Shares DELTAGEN, INC. Common Stock This prospectus is part of a registration statement that covers 5,543,822 shares of our common stock. These shares may be offered and sold from time to time by certain of our stockholders, as identified below in the section titled “Selling Stockholders.” We will not receive an |
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| August 19, 2002 |
1,947,498 Shares DELTAGEN, INC. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No 333-88366 1,947,498 Shares DELTAGEN, INC. |
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| August 13, 2002 |
Exhibit 10.43 PROMISSORY NOTE U.S.$630,000 Redwood City, California June 24, 2002 For value received, the undersigned (collectively, "Borrowers") jointly and severally promise to pay to the order of Deltagen, Inc., a Delaware corporation ("Payee"), located at 740 Bay Rd, Redwood City, California, 94063 or at such a place as Payee may designate in writing, the sum of Six Hundred Thirty Thousand Uni |
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| August 13, 2002 |
Exhibit 10.41 AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT, effective as of June 26, 2002, to the Employment Agreement effective as of April 7, 2000 (the "Employment Agreement") between DELTAGEN, INC., a Delaware corporation ("Company"), and WILLIAM MATTHEWS, PH.D. ("Executive"). WHEREAS Company and Executive desire to amend the Employment Agreement as more fully set forth below. NOW, THEREFORE, in |
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| August 13, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-31147 DELT |
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| August 13, 2002 |
Exhibit 99.1 SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of Deltagen, Inc. for the quarter ended June 30, 2002, I, William Matthews, Chairman and Chief Executive Officer of Deltagen, Inc., hereby certify pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxl |
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| August 13, 2002 |
Exhibit 10.42 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, effective as of April 22, 2002, is made by and between Deltagen, Inc., a Delaware corporation (the "Company"), and Michael T. Sember, the undersigned individual ("Executive"). RECITAL The Company and Executive desire to enter into an Employment Agreement setting forth the terms and conditions of Executive's employment with the Company. |
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| August 13, 2002 |
Exhibit 10.47 DELTAGEN, INC. CHANGE OF CONTROL SEVERANCE PAY PLAN FOR OFFICERS 1. Introduction. The purpose of this Deltagen, Inc. Change of Control Severance Pay Plan For Officers (the "Plan") is to provide Severance Benefits to Covered Executives whose employment is terminated in an Eligible Termination. This document constitutes both the written instrument under which the Plan is maintained and |
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| August 13, 2002 |
EX-99.2 9 dex992.txt CERTIFICATION OF CFO Exhibit 99.2 SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Quarterly Report on Form 10-Q of Deltagen, Inc. for the quarter ended June 30, 2002, I, Richard Hawkins, Chief Financial Officer of Deltagen, Inc., hereby certify pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to |
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| August 13, 2002 |
Exhibit 10.44 LOAN AGREEMENT This Agreement is made and entered into as of this 24/th/ day of June, 2002 by and between Deltagen Inc., a Delaware corporation ("Deltagen"), and Michael T. Sember ("Sember") and his spouse, Kay Sember (Michael Sember and Kay Sember are referred to herein collectively as "Borrowers"). Recitals A. Sember has been employed by Deltagen to perform certain services as an e |
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| August 9, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 Commission File Number 000-31147 DELTAGEN, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 94-326 |
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| August 9, 2002 |
SECRETED PROTEIN DEVELOPMENT AND COLLABORATION AGREEMENT Prepared by R.R. Donnelley Financial - Agreement with Hyseq, Inc dated October 9, 2001 EXHIBIT 10.32 SECRETED PROTEIN DEVELOPMENT AND COLLABORATION AGREEMENT THIS SECRETED PROTEIN DEVELOPMENT AND COLLABORATION AGREEMENT (this “Agreement”) is entered into and made on October 9, 2001 (the “Effective Date”) by and between DELTAGEN, INC. (“DELTAGEN”), a corporation organized and existing under the law |
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| August 6, 2002 |
As filed with the Securities and Exchange Commission on August 6, 2002 As filed with the Securities and Exchange Commission on August 6, 2002 Registration No. |
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| August 1, 2002 |
EX-99.1 3 dex991.htm PRESS RELEASE DATED AUGUST 1, 2002 Exhibit 99.1 Deltagen Reports Second Quarter 2002 Financial Results — Revenues more than double as compared to last year’s second quarter — REDWOOD CITY, Calif., August 1, 2002—Deltagen, Inc. (Nasdaq: DGEN) today reported financial results for the three-month period ended June 30, 2002. Revenue for the second quarter of 2002 was $5.9 million, |
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| August 1, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 1, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No |
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| July 25, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 25, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No. |
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| July 25, 2002 |
EX-99.1 3 dex991.htm PRESS RELEASE DATED JULY 25, 2002 Exhibit 99.1 [DELTAGEN LETTERHEAD] News Release Contacts: Paul Laland Vice President Corporate Communications 650-569-5153 Nina Ferrari Senior Director Investor Relations 650-569-5154 For Immediate Release DELTAGEN TO HOST SECOND QUARTER 2002 FINANCIAL RESULTS CONFERENCE CALL Redwood City, California– July 25, 2002 — Deltagen, Inc. (Nasdaq: DG |
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| July 18, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 18, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No. |
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| July 18, 2002 |
DELTAGEN ANNOUNCES DISCOVERY OF DRUG TARGET FOR POTENTIAL TREATMENT OF RHEUMATOID ARTHRITIS Prepared by R.R. Donnelley Financial - Deltagen, Inc. News release dated July 18, 2002 Exhibit 99.1 DELTAGEN ANNOUNCES DISCOVERY OF DRUG TARGET FOR POTENTIAL TREATMENT OF RHEUMATOID ARTHRITIS Redwood City, Calif., July 18, 2002—Deltagen, Inc. (NASDAQ: DGEN) announced today discovery of a drug target, designated DT022I, for the potential treatment of inflammatory diseases, including rheumatoid arth |
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| July 1, 2002 |
DELTAGEN SECURES BANK FINANCINGS OF UP TO $25 MILLION EX-99.1 3 dex991.htm DELTAGEN SECURES FINANCINGS UP TO $25 MILLION Exhibit 99.1 DELTAGEN SECURES BANK FINANCINGS OF UP TO $25 MILLION REDWOOD CITY, Calif.– July 1, 2002 — Deltagen, Inc. (Nasdaq: DGEN) today announced the company’s signing of two new financing agreements. The agreements include a $20 million term loan and a one-year $5 million accounts receivable loan. The proceeds are expected to |
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| July 1, 2002 |
Prepared by R.R. Donnelley Financial - Loan and Security Agreement Exhibit 99.2 LOAN AND SECURITY AGREEMENT SILICON VALLEY BANK and DELTAGEN, INC. $20,000,000 June 27, 2002 TABLE OF CONTENTS Page 1. ACCOUNTING AND OTHER TERMS 1 2. LOAN AND TERMS OF PAYMENT 1 3. CONDITIONS OF LOANS 3 4. CREATION OF SECURITY INTEREST 4 5. REPRESENTATIONS AND WARRANTIES 4 6. AFFIRMATIVE COVENANTS 6 7. NEGATIVE COVENA |
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| July 1, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 1, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other jurisdiction of incorporation or organization) 000-31147 (Commission File No.) 94-3260659 |
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| July 1, 2002 |
Exhibit 99.3 Silicon Valley Bank 3003 Tasman Drive/HF 170 Santa Clara, CA 95054 (408) 654-1000 – Fax (408) 980-6410 This NON-RECOURSE RECEIVABLES PURCHASE AGREEMENT (the “Agreement”), dated as of July 1, 2002, is entered into between Silicon Valley Bank, (“Buyer”) and Deltagen, Inc., a Delaware corporation, (“Seller”), with its chief executive office at: Street Address: 740 Bay Road City: Redwood |
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| June 20, 2002 |
8-K 1 d8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 20, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organizatio |
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| June 20, 2002 |
DELTAGEN APPOINTS DR. DONALD S. KARANEWSKY AS NEW SITE DIRECTOR AT DELTAGEN RESEARCH LABORATORIES Prepared by R.R. Donnelley Financial - Deltagen, Inc. News release dated June 20, 2002 Exhibit 99.1 [LOGO OF DELTAGEN] Media contact: Paul Laland Vice President Corporate Communications 650.569.5153 News Release Investor contact: Nina Ferrari Senior Director Investor Relations 650.569.5154 For Immediate Release DELTAGEN APPOINTS DR. DONALD S. KARANEWSKY AS NEW SITE DIRECTOR AT DELTAGEN RESEARCH LA |
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| June 18, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 18, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No. |
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| June 18, 2002 |
DELTAGEN APPOINTS EDWARD E. PENHOET TO ITS BOARD OF DIRECTORS EX-99.1 3 dex991.htm DELTAGEN, INC. NEWS RELEASE DATED JUNE 18, 2002 Exhibit 99.1 DELTAGEN APPOINTS EDWARD E. PENHOET TO ITS BOARD OF DIRECTORS REDWOOD CITY, Calif.—June 18, 2002—Deltagen, Inc. (Nasdaq: DGEN) today announced the appointment of Edward E. Penhoet, Ph.D., as a new member of its Board of Directors. Deltagen also announced that, due to his commitment in a venture capitalist role, Nicol |
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| May 31, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 31, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No.) |
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| May 31, 2002 |
DELTAGEN ANNOUNCES NEW MANAGEMENT APPOINTMENT EXHIBIT 99.1 [DELTAGEN LOGO] NEWS RELEASE Media contact: Investor contact: Paul Laland Nina Ferrari Vice President Senior Director Corporate Communications Investor Relations 650.569.5153 650.569.5154 For Immediate Release DELTAGEN ANNOUNCES NEW MANAGEMENT APPOINTMENT REDWOOD CITY, Calif. — May 31, 2002 — Deltagen, Inc. (Nasdaq: DGEN) today announced the appointment of Geoffrey T. Yarranton, Ph.D. |
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| May 23, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 23, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No.) |
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| May 20, 2002 |
As filed with the Securities and Exchange Commission on May 20, 2002 As filed with the Securities and Exchange Commission on May 20, 2002 Registration No. |
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| May 16, 2002 |
DELTAGEN ANNOUNCES $25.3 MILLION PRIVATE PLACEMENT Exhibit 99.1 DELTAGEN ANNOUNCES $25.3 MILLION PRIVATE PLACEMENT REDWOOD CITY, Calif.—May 16, 2002—Deltagen, Inc. (Nasdaq: DGEN) announced today it has entered into a definitive agreement with selected institutional and other accredited investors to raise proceeds of $25.3 million. Deltagen will sell 5,543,822 shares of its Common Stock at a price of $4.57 per share. Participants in the financing i |
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| May 16, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 16, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File No.) |
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| May 16, 2002 |
Exhibit 99.2 STOCK PURCHASE AGREEMENT Stock Purchase Agreement (this “Agreement”), dated as of May 15, 2002, among Deltagen, Inc., a Delaware corporation (the “Company”); and the investors listed on Exhibit A attached hereto (each a “Purchaser” and together the “Purchasers”). R E C I T A L S: Whereas, the Company desires to issue and sell to the Purchasers, and each Purchaser desires to purchase f |
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| May 15, 2002 |
As filed with the Securities and Exchange Commission on May 15, 2002 As filed with the Securities and Exchange Commission on May 15, 2002 Registration No. |
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| May 15, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| May 15, 2002 |
As filed with the Securities and Exchange Commission on May 15, 2002 S-3 1 ds3.htm FORM S-3 As filed with the Securities and Exchange Commission on May 15, 2002 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DELTAGEN, INC. (Exact name of registrant as specified in its charter) Delaware 94-3260659 (State or other jurisdiction of incorporation or organization) (I.R.S. Em |
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| May 2, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 16, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organizati |
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| May 2, 2002 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On February 16, 2002, Deltagen, Inc. (“Deltagen”) completed its acquisition of BMSPRL, L.L.C. (f/k/a Bristol-Myers Squibb Pharma Research Labs, Inc.) (“BMSPRL”) in a transaction accounted for as a purchase business combination. BMSPRL, a wholly owned subsidiary of E.R. Squibb & Sons, L.L.C., develops proprietary computationa |
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| May 2, 2002 |
EX-99.1 4 dex991.htm AUDITED SPECIAL PURPOSE STATEMENTS Exhibit 99.1 Bristol-Myers Squibb Pharma Research Labs, Inc. f/k/a DuPont Pharmaceutical Research Laboratories, Inc. (a wholly-owned subsidiary of E.R. Squibb & Sons, L.L.C.) Special Purpose Statements Years Ended December 31, 2001 and 2000 Bristol-Myers Squibb Pharma Research Labs, Inc. f/k/a DuPont Pharmaceutical Research Laboratories, Inc. |
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| April 26, 2002 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Under Rule 14a-12 DELTAGEN, INC. |
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| March 29, 2002 |
EX-21 15 dex21.htm SUBSIDIARIES Exhibit 21 Subsidiaries Subsidiary Name and Name Under Which Business is Conducted Jurisdiction of Incorporation or Organization Deltagen Protemics, Inc. Delaware XenoPharm, Inc. Delaware Deltagen Research Laboratories, L.L.C. Delaware Deltagen Europe, S.A. France 1 |
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| March 29, 2002 |
SECURED PROMISSORY NOTE $110,000.00 April 16, 2001 Exhibit 10.38 SECURED PROMISSORY NOTE $110,000.00 April 16, 2001 FOR VALUE RECEIVED, the undersigned Terry R. Coley (“Borrower”) promises to pay to the order of Deltagen, Inc., a Delaware corporation (“Payee”), the original principal sum of One Hundred and Ten Thousand Dollars ($110,000.00) together with simple interest on the unpaid balance of such principal amount accruing from the date hereof a |
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| March 29, 2002 |
SECRETED PROTEIN DEVELOPMENT AND COLLABORATION AGREEMENT EX-10.32 6 dex1032.htm AGREEMENT WITH HYSEQ, INC. Exhibit 10.32 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. SECRETED PROTEIN DEVELOPMENT AND COLLABORATION AGREEMENT THIS SECRETED PROTEIN DEVELOPMENT AND COLLABORATION AGREEMENT (this “Agreement”) is entered into and made on October 9, 2001 (the “Effective Date”) by and bet |
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| March 29, 2002 |
Exhibit 10.34 LOAN AGREEMENT Between the undersigned: • The company DELTAGEN EUROPE S.A., a joint-stock company with a capital of 2,440,000.-Euros, with head-office at 44, Route Burkel in 67400 ILLKIRCH, registered at the Register of Trade and Companies of Strasbourg under the number B 434 277 919, represented by Mr William MATTHEWS, Ph. D., President of the Board of Directors hereafter referred t |
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| March 29, 2002 |
EX-2.4 3 dex24.htm MERGER OF REORGANIZATION Exhibit 2.4 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of January 15, 2002 among DELTAGEN, INC., XP ACQUISITION CORPORATION and XENOPHARM, INC. TABLE |
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| March 29, 2002 |
Exhibit 10.39 LEASE THIS LEASE (the “Lease”) is made as of February 23, 1999 between LMC-SHOREHAM INVESTMENT COMPANY, LLC, a California limited liability company, and CONVOY COURT INVESTMENT COMPANY, LLC, a California limited liability company, as tenants in common (the “Landlord”), and the Tenant named in the Schedule below. The following schedule (the “Schedule”) is an integral part of this Leas |
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| March 29, 2002 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 Commission File Number 000-31147 DELTAGEN, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 94-3260659 (IRS Employer I |
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| March 29, 2002 |
Prepared by R.R. Donnelley Financial - Guarantor Agreement dated August 29, 2001 Exhibit 10.35 GUARANTOR AGREEMENT STATEMENT The signature of the present guarantor agreement occurs .in the framework of the operation described hereafter: 1) Further to the signature of a private contract, on August 29th 2001 in STRASBOURG, the companies ALSABAIL, CIAL FINANCE and FRUCTICOMI decided to finance on beh |
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| March 29, 2002 |
RESEARCH SUBSCRIPTION AGREEMENT Exhibit 10.36 CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. RESEARCH SUBSCRIPTION AGREEMENT THIS RESEARCH SUBSCRIPTION AGREEMENT (the “Agreement”), effective as of February 8, 2002 (the “Effective Date”), is entered into between DELTAGEN, INC., a Delaware corporation with a place of business at 740 Bay Road, Redwood City, C |
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| March 29, 2002 |
RESTATED CERTIFICATE OF INCORPORATION DELTAGEN, INC. Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF DELTAGEN, INC. Deltagen, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST. The name of the corporation is Deltagen, Inc. SECOND. The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of Delaware was January 28, 1997. THIRD. T |
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| March 29, 2002 |
Exhibit 4.4 EXECUTION VERSION STOCK PURCHASE AGREEMENT Deltagen, Inc. 740 Bay Road Redwood City, CA 94063 Ladies & Gentlemen: The undersigned, George Rathmann as an individual and/or as trustee for one or more trusts designated by him (collectively, the “Investor”), hereby confirms his agreement with you as follows: 1. This Stock Purchase Agreement (the “Agreement”) is made as of October 10, 2001 |
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| March 29, 2002 |
EX-10.33 7 dex1033.htm LEASE PURCHASE AGREEMENT DATED AUGUST 29, 2001 Exhibit 10.33 LEASE PURCHASE AGREEMENT Between the undersigned : • The company Alsacienne de Crédit-Bail Immobilier—ALSABAIL, mixed local economy company with a capital of € 9,704,280.—, head-office located at 5, Allée de la Robertsau in 67000 STRASBOURG, registered at the Register of Trade and Companies of STRASBOURG under the |
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| March 29, 2002 |
SECURED PROMISSORY NOTE $150,000.00 April 16, 2001 Exhibit 10.37 SECURED PROMISSORY NOTE $150,000.00 April 16, 2001 FOR VALUE RECEIVED, the undersigned Augustine G. Yee (“Borrower”) promises to pay to the order of Deltagen, Inc., a Delaware corporation (“Payee”), the original principal sum of One Hundred and Fifty Thousand Dollars ($150,000.00) together with simple interest on the unpaid balance of such principal amount accruing from the date here |
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| March 29, 2002 |
Exhibit 10.40 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Bristol-Myers Squibb Pharma Research Labs L.L.C., a Delaware limited liability company (hereinafter the “Company”), and Peter L. Myers (hereinafter “Employee”) and shall become effective upon the date of the latest signature hereto. RECITALS WHEREAS, this Agreement is entered into in connection w |
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| March 4, 2002 |
Prepared by R.R. Donnelley Financial - Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: February 16, 2002 (Date of earliest event reported) Deltagen, Inc. (Exact name of Registrant as specified in its Charter) Delaware (State or other jurisdiction of incorporation or org |
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| March 4, 2002 |
EXECUTION COPY Exhibit 2.1 PURCHASE AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY and DELTAGEN, INC. Dated as of February 8, 2002 SALE OF BMSPRL, L.L.C. TABLE OF CONTENTS ARTICLE I Purchase and Sale SECTION 1.01. Purchase and Sale of the Units 1 SECTION 1.02. Anti-Dilution Provisions 2 ARTICLE II Closing; Purchase Price Adjustment SECTION 2.01. Closing 3 SECTION 2.02. Working Capital Purchase Pri |
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| March 4, 2002 |
Prepared by R.R. Donnelley Financial - Am. to Purchase Agmt. dated February 14, 2002 Exhibit 2.2 EXECUTION COPY AMENDMENT (the “Amendment”), dated as of February 14, 2002, to the Purchase Agreement dated as of February 8, 2002 (the “Purchase Agreement”), between Bristol-Myers Squibb Company, a Delaware corporation (“Seller”), and Deltagen, Inc., a Delaware corporation (“Buyer”). WHEREAS Buyer and |
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| March 4, 2002 |
Prepared by R.R. Donnelley Financial - Registration Rights Agmt. dated February 16, 2002 REGISTRATION RIGHTS AGREEMENT dated as of February 16, 2002 (this “Registration Rights Agreement”), between Bristol-Myers Squibb Company, a Delaware corporation (“Seller”), and Deltagen, Inc., a Delaware corporation (“Buyer”). WHEREAS Seller and Buyer are parties to a Purchase Agreement dated as of February 8, |
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| February 19, 2002 |
DELTAGEN ANNOUNCES RESEARCH COLLABORATION WITH STANFORD UNIVERSITY EX-99.2 4 dex992.htm NEWS RELEASE RE: COLLABORATION AGREEMENT Exhibit 99.2 DELTAGEN ANNOUNCES RESEARCH COLLABORATION WITH STANFORD UNIVERSITY REDWOOD CITY, Calif., February 19, 2002 – Deltagen, Inc. (NASDAQ: DGEN) announced today that they have signed a target validation and research collaboration agreement with Stanford University. Under the terms of the three-year collaboration, Stanford and Del |
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| February 19, 2002 |
Deltagen Announces Closing of Acquisition of BMSPRL EX-99.1 3 dex991.htm NEWS RELEASE RE: ACQUISITION OF BMSPRL Exhibit 99.1 Deltagen Announces Closing of Acquisition of BMSPRL REDWOOD CITY, Calif., February 19, 2002 – Deltagen, Inc. (Nasdaq: DGEN) announced today that it has completed the acquisition of Bristol-Myers Squibb Pharma Research Labs L.L.C. (BMSPRL), formerly known as CombiChem, Inc., from Bristol-Myers Squibb. Under the terms of the ag |
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| February 19, 2002 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 19, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware 000-31147 94-3260659 (State or other jurisdiction of incorporation or organization) (Commission File |
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| February 14, 2002 |
Deltagen and Merck Enter Into DeltaBase License Prepared by R.R. Donnelley Financial - Deltagen, Inc. News Release dtd February 11, 2002 Exhibit 99.2 Deltagen and Merck Enter Into DeltaBase License Agreement REDWOOD CITY, Calif., Feb. 11/PRNewswire-FirstCall/ — Deltagen, Inc. (Nasdaq: DGEN) announced today that it has entered into a license agreement to provide Merck & Co., Inc. (NYSE: MRK) with access to Deltagen’s proprietary DeltaBase™ produ |
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| February 14, 2002 |
DELTAGEN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) Prepared by R.R. Donnelley Financial - Deltagen, Inc. News Release dtd February 12, 2002 Exhibit 99.4 Deltagen Reports Fourth Quarter & Year Ended 2001 Financial Results REDWOOD CITY, Calif., Feb 12, 2002/PRNewswire-FirstCall via COMTEX/ — Deltagen, Inc. (Nasdaq: DGEN) today reported financial results for the fourth quarter ended December 31, 2001. Revenue for the fourth quarter of 2001 increased |
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| February 14, 2002 |
Deltagen Announces First Drug Development Target Exhibit 99.1 Deltagen Announces First Drug Development Target From Its Research Pipeline DT011M is a Specific and Key Player in Insulin Secretion REDWOOD CITY, Calif., Jan. 31/PRNewswire-FirstCall/ — Deltagen, Inc. (Nasdaq: DGEN–news), announced today the identification of DT011M, a key insulin-mediating drug target, for the potential treatment of obesity and related diseases, such as diabetes. De |
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| February 14, 2002 |
Prepared by R.R. Donnelley Financial - Form 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 31, 2002 (Date of earliest event reported) DELTAGEN, INC. (Exact name of Registrant as specified in its Charter) Delaware (State or other jurisdiction of incorporation or orga |
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| February 14, 2002 |
Deltagen to Acquire Former CombiChem Research Labs From Exhibit 99.3 Deltagen to Acquire Former CombiChem Research Labs From Bristol-Myers Squibb REDWOOD CITY, Calif., Feb 11, 2002/PRNewswire-FirstCall via COMTEX/ — – Integrated Chemistry Capabilities Provide Deltagen With Key Next Step In Developing Drugs from Internal Drug Discovery Engine – Deltagen, Inc. (Nasdaq: DGEN) announced today that they have signed a definite agreement with Bristol-Myers Sq |
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| November 14, 2001 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-31147 DELTAGEN, INC. (E |
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| August 14, 2001 |
As filed with the Securities and Exchange Commission on August 14, 2001 QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on August 14, 2001 Registration No. |
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| August 14, 2001 |
Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| August 9, 2001 |
As filed with the Securities and Exchange Commission on August 9, 2001 Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on August 9, 2001 Registration No. |
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| August 9, 2001 |
Exhibit 10.30 Basic Lease Information Date: July 11, 2001 Tenant: Deltagen, Inc. Address: 740 Bay Road Redwood City, CA 94063 Landlord: Woodside Technology Center, LLC Landlord’s Address For Notice: Woodside Technology Center, llc 505 Montgomery Street, Suite 1550 San Francisco, California 94111 Attn: Daniel MacEachron with a copy to: Hines 101 California Street, Suite 1000 San Francisco, Californ |
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| August 9, 2001 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-31147 DELTAGEN, INC. (Exact |
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| August 9, 2001 |
QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99.1 ARCARIS, INC. 1997 EQUITY INCENTIVE PLAN ARCARIS, INC. 1997 EQUITY INCENTIVE PLAN Adopted June 25, 1997 Approved by Stockholders June 25, 1997 Amended by the Board February 3, 2000 Approved by the Stockholders March 23, 2000 1. PURPOSES. The purpose of the Plan is to provide a means by which selected Employees and Direc |
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| August 9, 2001 |
FORM OF VENTANA GENETICS, INC. NON-QUALIFIED STOCK OPTION Prepared by MERRILL CORPORATION QuickLinks - Click here to rapidly navigate through this document EXHIBIT 99. |
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| August 9, 2001 |
Exhibit 10.31.1 SUBLEASE AGREEMENT BETWEEN HEARTPORT, INC., a Delaware corporation Sublandlord AND DELTAGEN, INC., a Delaware corporation Subtenant FOR PREMISES AT 700 Bay Road Redwood City, California Dated July 10, 2001 BASIC SUBLEASE INFORMATION The following terms constitute the Basic Sublease Information for this Sublease. Where the following capitalized terms appear in this Sublease, they sh |
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| August 9, 2001 |
Exhibit 10.31.2 Heartport, Inc. 700 Bay Road Redwood City, California 94063 Attention: Earl Adamy Re: Approval of Deltagen, Inc. Dear Mr. Adamy: This letter is to serve as approval by Woodside Technology Center, LLC, a Delaware limited liability company (“Landlord”), of Deltagen, Inc., a Delaware corporation (“Subtenant”), as a subtenant of Heartport, Inc., a Delaware corporation (“Tenant”), in th |
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| August 9, 2001 |
EXECUTIVE VERSION CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN SEPERATELY FILED WITH THE COMMISSION. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION dated as of July 24, 2001 among DELTAGEN, INC., WINTER GAMES ACQUISITION CORPORATION and ARCARIS, INC. TABLE OF CONTENTS ARTICLE I THE MERGER Section 1.1 Effective Time of the Merger Section 1.2 Closing Section 1. |
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| May 14, 2001 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-31147 DELTAGEN, INC. (Exact |
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| April 2, 2001 |
Exhibit 10.29 EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of September 4, 2000, is made by and between DELTAGEN, INC., a Delaware corporation (hereinafter the "Company"), and RICHARD HAWKINS (hereinafter "Executive"). RECITALS WHEREAS, the Company and Executive wish to set forth in this Agreement the terms and conditions under which Executive will continue to be employed by the Company; and |
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| April 2, 2001 |
EXHIBIT 10.26 [CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.] COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (this "AGREEMENT") effective as of July 1, 2000 (the "EFFECTIVE DATE"), is entered into among DELTAGEN, INC., a Delaware corporation with a place of business at 1003 Hamilton Avenue, Men |
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| April 2, 2001 |
Prepared by MERRILL CORPORATION www.edgaradvantage.com Exhibit 10.27 EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of April , 2000, is made by and between DELTAGEN, INC., a Delaware corporation (hereinafter the "Company"), and JOHN E. BURKE (hereinafter "Executive"). RECITALS WHEREAS, the Company and Executive wish to set forth in this Agreement the terms and conditions under which Executive w |
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| April 2, 2001 |
Exhibit 10.28 EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of April , 2000, is made by and between DELTAGEN, INC., a Delaware corporation (hereinafter the "Company"), and BRIAN E. CROWLEY (hereinafter "Executive"). RECITALS WHEREAS, the Company and Executive wish to set forth in this Agreement the terms and conditions under which Executive will continue to be employed by the Company; and WHER |
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| April 2, 2001 |
EXHIBIT 10.25 LEASE AGREEMENT BASIC LEASE INFORMATION LEASE DATE: October 1, 2000 LANDLORD: AMB PROPERTY, L.P., a Delaware limited partnership LANDLORD'S ADDRESS: c/o Legacy Partners Commercial, Inc. 101 Lincoln Centre Drive, Fourth Floor Foster City, California 94404-1167 TENANT: Deltagen, Inc. a California corporation TENANT'S ADDRESS: 1003 Hamilton Court Menlo Park, California 94025 PREMISES: A |
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| April 2, 2001 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K /x/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 Commission File Number 000-31147 DELTAGEN, INC. (Exact name of registrant as s |
