SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2 )1
SOLEXA, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
83420X105
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(CUSIP Number)
Jonathan J. Fleming
c/o Oxford Bioscience Partners IV L.P.
222 Berkeley Street
Boston, Massachusetts 02116
(617) 357-7474
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 18, 2006
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
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 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).
Page 1 of 8
Item 1. SECURITY AND ISSUER.
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This statement relates to the Common Stock, $0.01 par value (the "Common Stock")
of Solexa, Inc. (the "Issuer") having its principal executive office 25861
Industrial Blvd., Hayward, California, 94545.
Item 2. IDENTITY AND BACKGROUND.
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(a) This Statement is being filed on behalf of: Oxford Bioscience
Partners IV L.P. ("Oxford IV") and mRNA Fund II L.P. ("MRNA II");
OBP Management IV L.P. ("OBP IV"), the sole general partner of
Oxford IV and MRNA II; and Jeffrey T. Barnes, Mark P. Carthy,
Jonathan J. Fleming, Michael E. Lytton and Alan G. Walton, who
are the general partners of OBP IV. The individuals and entities
named in this paragraph are referred to collectively herein as
the "Reporting Persons."
(b) The address for all Reporting Persons other than Alan G. Walton
is 222 Berkeley St., Boston, MA 02116
The address for Alan G. Walton is 315 Post Road West, Westport,
CT 06880.
(c) No changes have occurred since Schedule 13D relating to the
Reporting Persons filed on March 14, 2005 (the "Filing").
(d) No changes with respect to the Reporting Persons have occurred
since the Filing.
(e) No changes with respect to the Reporting Persons have occurred
since the Filing.
(f) No changes with respect to the Reporting Persons have occurred
since the Filing.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Not applicable.
Item 4. PURPOSE OF TRANSACTION.
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Not applicable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) As of January 18, 2006, all of the Reporting Persons have ceased
to beneficially own more than five percent of the outstanding
Common Stock.
Page 2 of 8
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1 - Agreement regarding filing of joint Schedule 13D.
Page 3 of 8
SIGNATURES
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.
Dated: February 8, 2006
OXFORD BIOSCIENCE PARTNERS IV L.P.
by its General Partner, OBP MANAGEMENT IV L.P.
By: /s/ Jonathan J. Fleming
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Name: Jonathan J. Fleming
Title: General Partner
MRNA FUND II L.P.
By its General Partner, OBP MANAGEMENT IV L.P.
By: /s/ Jonathan J. Fleming
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Name: Jonathan J. Fleming
Title: General Partner
OBP MANAGEMENT IV L.P.
By: /s/ Jonathan J. Fleming
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Name: Jonathan J. Fleming
Title: General Partner
/s/ Jeffrey T. Barnes
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Jeffrey T. Barnes
/s/ Mark P. Carthy
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Mark P. Carthy
/s/ Jonathan J. Fleming
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Jonathan J. Fleming
Page 4 of 8
/s/ Michael E. Lytton
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Michael E. Lytton
/S/ Alan G. Walton
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Alan G. Walton
Page 5 of 8
EXHIBIT INDEX
A. Agreement regarding filing of joint Schedule 13D.
Page 6 of 8
Exhibit A
JOINT FILING UNDERTAKING
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, as amended, each of the undersigned agree that the Schedule 13D,
and any amendments thereto, filed with respect to the beneficial ownership by
the undersigned of the equity securities of Solexa, Inc., is being filed on
behalf of each of the undersigned.
Dated: February 8, 2006
OXFORD BIOSCIENCE PARTNERS IV L.P.
by its General Partner, OBP MANAGEMENT IV L.P.
By: /s/ Jonathan J. Fleming
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Name: Jonathan J. Fleming
Title: General Partner
MRNA FUND II L.P.
by Its General Partner, OBP MANAGEMENT IV L.P.
By: /s/ Jonathan J. Fleming
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Name: Jonathan J. Fleming
Title: General Partner
OBP MANAGEMENT IV L.P.
By: /s/ Jonathan J. Fleming
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Name: Jonathan J. Fleming
Title: General Partner
/s/ Jeffrey T. Barnes
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Jeffrey T. Barnes
/s/ Mark P. Carthy
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Mark P. Carthy
/s/ Jonathan J. Fleming
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Jonathan J. Fleming
Page 7 of 8
/s/ Michael E. Lytton
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Michael E. Lytton
/s/ Alan G. Walton
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Alan G. Walton
Page 8 of 8