SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Lynx Therapeutics, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
551812-30-8
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 551812-30-8 Page 2 of 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Cranshire Capital, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 5 SOLE VOTING POWER
SHARES 400,000
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 400,000
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PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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12 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
CUSIP NO. 551812-30-8 Page 3 of 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Downsview Capital, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 5 SOLE VOTING POWER
SHARES 400,000
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 400,000
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PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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12 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
CUSIP NO. 551812-30-8 Page 4 of 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Mitchell P. Kopin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 400,000
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 400,000
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PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
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12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 551812-30-8 Page 5 of 8
Item 1(a). Name of Issuer:
Lynx Therapeutics, Inc., a Delaware corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
25861 Industrial Blvd.
Hayward, CA 94545
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office and
Citizenship:
This Schedule 13G is being filed on behalf of (i) Cranshire
Capital, L.P., an Illinois limited partnership ("Cranshire"),
(ii) Downsview Capital, Inc., an Illinois corporation
("Downsview") and (iii) Mitchell P. Kopin, an individual who is a
citizen of the U.S.A. ("Kopin," together with Cranshire and
Downsview, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement,
a copy of which is filed with this Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this
Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of each of the Reporting Persons is
666 Dundee Road, Suite 1901, Northbrook, Illinois, 60062.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share, of the Issuer (the
"Common Stock")
Item 2(e). CUSIP Number:
551812-30-8
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
400,000 shares of Common Stock
(b) Percent of class:
Based on 5,399,245 shares of Common Stock of the Issuer
outstanding as of November 3, 2003 (as set forth in the
Issuer's quarterly report on Form 10-Q filed on November 13,
2003) and the 800,000 shares of Common Stock of the Issuer
issued in connection with the Issuer's $4 million private
placement completed on
SCHEDULE 13G
CUSIP NO. 551812-30-8 Page 6 of 8
December 31, 2003 (as set forth in the Issuer's current
report on Form 8-K filed on January 2, 2004), Cranshire
holds approximately 6.5% of the issued and outstanding
Common Stock of the Issuer. The shares of Common Stock
reported in this Schedule 13G do not include 150,000 shares
of Common Stock issuable upon the exercise of warrants held
by Cranshire as further discussed below.
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 400,000
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
400,000
(iv) Shared power to dispose of or direct the disposition
of: None
Cranshire beneficially owns an aggregate of 400,000 shares
of Common Stock. The shares of Common Stock reported in this
Schedule 13G do not include 150,000 shares of Common Stock
issuable upon the exercise of warrants held by Cranshire.
Such warrants held by Cranshire are subject to conversion
caps that preclude the holder thereof from utilizing its
exercise rights to the extent that it would beneficially own
(determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934) in excess of 4.999% of the
Common Stock, giving effect to such exercise.
Because (i) Downsview is the general partner of Cranshire
and (ii) Kopin is the holder of 100% of the issued and
outstanding shares of Downsview and is the president
thereof, each of Downsview and Kopin are considered to share
the power to vote or direct the vote of, and the power to
dispose or direct the disposition of, the shares of Common
Stock which Cranshire beneficially owns. Each of Downsview
and Kopin disclaim beneficial ownership of the reported
securities except to the extent of each of their respective
pecuniary interests therein, and this statement on Schedule
13G shall not be construed as an admission that each of the
Reporting Persons is the beneficial owner of the Common
Stock covered by such statement.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not Applicable.
SCHEDULE 13G
CUSIP NO. 551812-30-8 Page 7 of 8
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 551812-30-8 Page 8 of 8
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.
Dated: January 9, 2004
CRANSHIRE CAPITAL, L.P.
By: Downsview Capital, Inc.,
its general partner
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
DOWNSVIEW CAPITAL, INC.
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
/s/ Mitchell P. Kopin
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Mitchell P. Kopin
SCHEDULE 13G
CUSIP NO. 551812-30-8
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
400,000 shares of Common Stock, par value $0.01 per share, of Lynx Therapeutics,
Inc., and further agree that this Joint Filing Agreement shall be included as an
exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on January 9, 2004.
CRANSHIRE CAPITAL, L.P.
By: Downsview Capital, Inc.,
its general partner
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
DOWNSVIEW CAPITAL, INC.
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
/s/ Mitchell P. Kopin
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Mitchell P. Kopin