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SEC 1746 (2-98)
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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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UNITED STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per response. . . 14.9
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Lynx Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
551812 30 8
(CUSIP Number)
Kathy A. San Roman, c/o Lynx Therapeutics, Inc., 25861 Industrial Blvd., Hayward 94545 (510) 670-9300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note
: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on 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).
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1
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Name of Reporting Persons
I.R.S. Identification Nos. of Above Person (entities only)
Takara Bio Inc
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)
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[ ]
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6
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Citizenship or Place of Organization
JAPAN
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
2,361,328
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8
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Shared Voting Power
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9
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Sole Dispositive Power
2,361,328
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10
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Shared Dispositive Power
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,361,328
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12
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Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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[ ]
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13
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Percent of Class
Represented by Amount in Row (11)
7.7%
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14
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Type of Reporting Person (See Instructions)
CO
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Instructions for Cover Page
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(1)
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Names and I.R.S. Identification Numbers of Reporting Persons
Furnish the full legal name of each
person for whom the report is filed i.e., each person required to sign the schedule itself including
each member of a group. Do not include the name of a person required to be identified in the report but
who is not a reporting person. Reporting persons that are entities are also requested to furnish their
I.R.S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D below).
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(2)
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If any of the shares beneficially owned by a reporting person are held as a member of a group and the
membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in
a group or describes a relationship with other persons but does not affirm the existence of a group,
please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not
be necessary to check row 2(b)].
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(3)
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The 3rd row is for SEC internal use; please leave blank.
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(4)
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Classify the source of funds or other consideration used or to be used in making purchases as required
to be disclosed pursuant to Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if more
than one is necessary) in row (4):
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Category of Source
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Symbol
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Subject Company (Company whose securities are being acquired)
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SC
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Bank
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BK
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Affiliate (of reporting person)
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AF
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Working Capital (of reporting person)
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WC
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Personal Funds (of reporting person)
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PF
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Other
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OO
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(5)
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If disclosure of legal proceedings or actions is required pursuant to either Items 2(d) or 2(e) of
Schedule 13D, row 5 should be checked.
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(6)
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Citizenship or Place of Organization
- Furnish citizenship if the named reporting person is a natural
person. Otherwise, furnish place of organization. (See Item 2 of Schedule 13D.)
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(7)-(11), (13)
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Aggregate Amount Beneficially
Owned by Each Reporting Person, etc.
Rows (7) through (11) inclusive,
and (13) are to be completed in accordance with the provisions of Item 5 of Schedule 13D. All
percentages are to be rounded off to nearest tenth (one place after decimal point).
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(12)
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Check if the aggregate amount reported as beneficially owned in row (11) does not include shares which
the reporting person discloses in the report but as to which beneficial ownership is disclaimed pursuant
to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
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(14)
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Type of Reporting Person
Please classify each reporting person according to the following breakdown
and place the appropriate symbol (or symbols, i.e., if more than one is applicable, insert all
applicable symbols) on the form:
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Category
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Symbol
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Broker-Dealer
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BD
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Bank
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BK
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Insurance Company
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IC
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Investment Company
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IV
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Investment Adviser
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IA
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Employee Benefit Plan, Pension Fund, or Endowment Fund
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EP
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Parent Holding Company
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HC
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Corporation
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CO
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Partnership
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PN
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Notes:
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Attach as many copies of the second part of the cover page as are needed, one reporting person per page.
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Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules (Schedule
13D, 13G or 14D-1) by appropriate cross references to an item or items on the cover page(s). This
approach may only be used where the cover page item or items provide all the disclosure required by the
schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the
schedule and accordingly being considered as filed for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that section of the Act.
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Reporting persons may comply with their cover page filing requirements by filing either completed copies
of the blank forms available from the Commission, printed or typed facsimiles, or computer printed
facsimiles, provided the documents filed have identical formats to the forms prescribed in the
Commissions regulations and meet existing Securities Exchange Act rules as to such matters as clarity
and size (Securities Exchange Act Rule 12b-12)
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the
rules and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and
disclosing the holdings of certain beneficial owners of certain equity
securities. This statement will be made a matter of public record. Therefore,
any information given will be available for inspection by any member of the
public.
Because of the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other
civil, criminal or regulatory statutes or provisions. I.R.S. identification
numbers, if furnished, will assist the Commission in identifying security
holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
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A.
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The item numbers and captions of the items shall be included but the text of the items is to be omitted. The answers to
the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the
items. Answer every item. If an item
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is inapplicable or the answer is in the negative, so state.
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B.
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Information contained in exhibits to the statements may be incorporated by reference in answer or partial answer to any
item or sub-item of the statement unless it would render such answer misleading, incomplete, unclear or confusing.
Material incorporated by reference shall be clearly identified in the reference by page, paragraph, caption or
otherwise. An express statement that the specified matter is incorporated by reference shall be made at the particular
place in the statement where the information is required. A copy of any information or a copy of the pertinent pages of
a document containing such information which is incorporated by reference shall be submitted with this statement as an
exhibit and shall be deemed to be filed with the Commission for all purposes of the Act.
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C.
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If the statement is filed by a general or limited partnership, syndicate, or other group, the information called for by
Items 2-6, inclusive, shall be given with respect to (i) each partner of such general partnership; (ii) each partner who
is denominated as a general partner or who functions as a general partner of such limited partnership; (iii) each member
of such syndicate or group; and (iv) each person controlling such partner or member. If the statement is filed by a
corporation or if a person referred to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the information
called for by the above mentioned items shall be given with respect to (a) each executive officer and director of such
corporation; (b) each person controlling such corporation; and (c) each executive officer and director of any
corporation or other person ultimately in control of such corporation.
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Item 1.
Security and Issuer
State the title of the class of equity securities to which this statement relates and the name and address of the principal
executive offices of the issuer of such securities.
Item 2.
Identity and Background
If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general
partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its
organization, its principal business, the address of its principal office and the information required by (d) and (e) of this
Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information
specified in (a) through (f) of this Item with respect to such person(s).
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(a)
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Name;
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(b)
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Residence or business address;
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(c)
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Present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
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conducted;
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(d)
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Whether or not, during the last five years, such person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and, if
so, give the dates, nature of conviction, name and location of court, and penalty
imposed, or other disposition of the case;
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(e)
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Whether or not, during the last five years, such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws; and, if so, identify and describe such proceedings and summarize the terms
of such judgment, decree or final order; and
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(f)
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Citizenship.
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Item 3.
Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of
the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto.
Where material, such information should also be provided with respect to prior acquisitions not previously reported pursuant to
this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as
defined in Section 3(a)(6) of the Act, the name of the bank shall not be made available to the public if the person at the time
of filing the statement so requests in writing and files such request, naming such bank, with the Secretary of the Commission.
If the securities were acquired other than by purchase, describe the method of acquisition.
Item 4.
Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the
reporting persons may have which relate to or would result in:
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(a)
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The acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the issuer or any of its
subsidiaries;
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(d)
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Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the issuer;
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(f)
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Any other material change in the issuers business or corporate structure
including but not limited to, if the issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its investment policy for
which a vote is required by section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the issuers charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the issuer by any
person;
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(h)
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Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
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(i)
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A class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any action similar to any of those enumerated above.
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Item 5.
Interest in Securities of the Issuer
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(a)
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State the aggregate number and percentage of the class of securities identified
pursuant to Item 1 (which may be based on the number of securities outstanding as
contained in the most recently available filing with the Commission by the issuer
unless the filing person has reason to believe such information is not current)
beneficially owned (identifying those shares which there is a right to acquire) by
each person named in Item 2. The above mentioned information should also be
furnished with respect to persons who, together with any of the persons named in
Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
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(b)
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For each person named in response to paragraph (a), indicate the number of shares
as to which there is sole power to vote or to direct the vote, shared power to
vote or to direct the vote, sole power to dispose or to direct the disposition, or
shared power to
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dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with whom the power to
vote or to direct the vote or to dispose or direct the disposition is shared;
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(c)
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Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filing of Schedule
13D (§240.13d-191), whichever is less, by the persons named in response to
paragraph (a).
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Instruction
. The description of a transaction required by Item 5(c) shall include,
but not necessarily be limited to: (1) the identity of the person covered by Item
5(c) who effected the transaction; (2) the date of the transaction; (3) the amount
of securities involved; (4) the price per share or unit; and (5) where and how the
transaction was effected.
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(d)
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If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this item and, if
such interest relates to more than five percent of the class, such person should
be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of an employee
benefit plan, pension fund or endowment fund is not required.
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(e)
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If applicable, state the date on which the reporting person ceased to be the
beneficial owner of more than five percent of the class of securities.
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Instruction.
For computations regarding securities which represent a right to
acquire an underlying security, see Rule 13d-3(d)(1) and the note thereto.
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Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or
voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into. Include such information for any of the securities that
are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment
power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need
not be included.
Item 7.
Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as
required by §240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals
relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer
control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in
Item 4; and (3) the transfer or voting of the securities, finders fees, joint ventures, options, puts, calls, guarantees of
loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
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.
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Date
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October 3, 2002
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Signature
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/s/ Yoh Hamaoka
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Name/Title
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Yoh Hamaoka, Manager Business Development
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)