SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ Form 10Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For Quarter Ended: November 27, 1999 ----------------- Commission File No: 0-10824 ------- GENOME THERAPEUTICS CORP. ---------------------------------------------------- (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2297484 -------------------------------- ------------------ (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 100 BEAVER STREET WALTHAM, MASSACHUSETTS 02453 ---------------------- ----- (Address of principal (ZIP Code) executive offices) REGISTRANT'S TELEPHONE NUMBER: (781) 398-2300 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ---- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock 20,600,719 -------------- ----------------------------- $.10 Par Value Outstanding March 17, 2000 Part II Item 2. CHANGES IN SECURITIES On October 8, 1999 the Registrant issued and sold to bioMerieux Alliance sa 678,610 shares of its common stock in reliance on Section 4(2) of the Securities Act for an aggregate consideration of $3,750,000. This sale was made without general solicitation or advertising, to an investor who was sophisticated. -2- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized who also serves in the capacity of principal financial officer. Genome Therapeutics Corp. /s/ Philip V. Holberton --------------------------- Philip V. Holberton (Principal Financial Officer) -3-