UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who 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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Option (right to purchase) | Â (2) | Â (2) | Common Stock, par value $0.001 per share | 3,498,133 | $ 1.36 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
QIAGEN NV C/O QIAGEN NORTH AMERICAN HOLDINGS, INC. 19300 GERMANTOWN ROAD GERMANTOWN, MD 20874 |
 |  X |  |  |
/s/ Roland Sackers | 04/23/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As of the date hereof, QIAGEN North American Holdings, Inc. ("Holdings"), a wholly-owned subsidiary of QIAGEN N.V., a Dutch public limited liability company ("QIAGEN"), is party to voting agreements dated as of April 12, 2007 (the "Voting Agreements"), with each of the directors and executive officers of eGene, Inc. ("eGene") and certain other stockholders of eGene, which Voting Agreements were entered into in connection with the Agreement and Plan of Merger, dated as of April 12, 2007 (the "Merger Agreement"), among HOLDINGS, Elektra Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of HOLDINGS, and eGene. Pursuant to the Voting Agreements, HOLDINGS has been granted a proxy to vote the 5,902,205 shares of eGene common stock that are subject to the Voting Agreements (collectively, the "Shares") on all matters relating to the merger. Accordingly, QIAGEN may be deemed to beneficially own an aggregate of 5,902,205 Shares. |
(2) | In addition to the voting agreement and arrangements set forth in the Voting Agreements as described above in Note 1, pursuant to the Voting Agreements entered into by the directors and executive officers of eGene, HOLDINGS has been granted an option to purchase any or all of the 3,498,133 Shares owned by such directors and executive officers under certain circumstances as set forth in the Voting Agreements for a purchase price of $1.36 per share. The options become exercisable if the Merger Agreement is terminated by any party or the Voting Agreement is terminated by HOLDINGS. The Voting Agreements terminate upon the earlier of (a) the termination of the Merger Agreement, (b) the written mutual consent of HOLDINGS and the stockholder, and (c) such date and time as the merger shall become effective in accordance with the terms of the Merger Agreement. |
 Remarks: Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by QIAGEN that it is the beneficial owner of the Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. |