Tobacco Documents Online

%W •• y'.•f; ^Wi~faw`~' y'•••Py ~~f•A~3'MG•M'~~R111MFw~Y~fISwJ~w~irn:i. .r?

,.~. fia 4 -+.4~' ~ ~Y-s " ^".:

Brief Synopsis of Offering Cetus Cornoration intends to offer for sale $5,000,000 of its common stock at $18.81 per share. The Corporation is free to offer this stock for sale only until November 17, 1978. Thereafter, Standard Oil Company (Indiana) has a right of , first opportunity. (Further details below.) An opportunity may also exist to purchase a significant amount of common stock from certain of the founders of the Corporation who have not previously sold any significant portion of their holdings. - Cetus Corporation has pioneered and is a leader in the:commercialization of molecular biology. The company is presently engaged in numerous programs in pursuit of this objective. Projects are:=currently being conducted for client companies in the pharmaceutical, chemical, oil, and food industries. All these clients have sales;=inJexcess-of $1,000,000,000 annually, and comprise U.S. and foreign,companies. Cetus is also de- veloping proprietary technology for its own account. ~ GO ~ •~ti In 1977 and 1978, Standard Oil Company ~Indiana) invested about $10,000,000 in Cetus preferred stock, common`stock; ,aind convertible debentures (now convertible at $18.81 per commonshare).:''v One of`the stipulations of the. Debenture Purchase Agreement(gave Standard the first right to invest the next $9,000,000 that Cetus chooses toraise. The first $6,000,000 was to be common stock and the remaining..$3,000y000 was to be another conver- tible debenture. Cetus was permitted to apply for such investment twice in any year, with a maximum of $5,000,000 on any occasion. On April 14, 1978, the Cetus Board of Directors (the Standard repre- sentatives abstaining) adopted unanimously a three-year research plan as a result of which 333,333 shares of Cetus common stock were offered to Standard for $5,000,000,"payable in cash, precisely as stipulated in the Debenture Purchase Agreement. i•~' <ti ~' Standard offeredto make this investment, but on two conditions: a. That the$5. 000,000 would be paid only when and if Cetus' cash balance (presently about.$5,000,000) fell below $1,000,000, and further;;•'' ~ v ~ • ; , ~ b. That "founding management" agree to restrictions on the disposition of its stock, for the benefit of Standard. These conditions were unacceptable to Cetus. Under the terms of the Debenture Purchase Agreement, Cetus Corporation became free, for 180 days from May 21, 1978, to sell these securities to anyone else, on terms no less attractive than those which Standard Oil Company (Indiana) declined.

t . .a ti' / .4' • ~4:.:A.d~ rf 1 .. . ..._,.. ~.. _. .. . ..._ .Y . .y~. aa~.~«~ . .. c. r'.i ~... . ^ - t,) +• . ~!~~i'~sJ...t• :t.t,.. y~.£'> y.'"~,'~:~ r~~ :i~~ f~.'3`.' `".:1_~~ct.'~"C.A`..`'.'.~.~ . ~....~'.J~~ ~.~y~ .-.....Y '# .. _. ~ , .;,~...,a.p. `~ ~{~.~~~'~ o.` -i`!~~ +~Z ~s. C1'.K~~: ~{~K._ t¢ ~~~}~ '~ ~y':i t __t. ~.~ ~. . .. :s ~ ,.`.+~ • r~; `.~r ` .~,, .t' ~ts-a.'' ' . . • 2~"Y~, ~t:l:; .~..._ ~......_ .. ' ~'.:F . .. .. , _ .w~. »- 6 u t< i. vr 1 'Z, r . . ._ ~ .. .. . s L f'`;~.~•h~F )..~. .. .,_ , . . .. ~ t.: .:,3:'!`•~~ n i". ~.iyt :.~it? .ri.. ~. . ~G Y4e, / f i. ~ 3 . .'~~: 3 l,~'S .: X.. .'~ k . ~ J . ~ , ui:,' V~ . _ r. ._ ~ iS7~ O 4aL .31~.: t/ w^ :i~i+i:ir~ . vv 'ti'~ +i k ~ • iia k~§3: i .e: ~ `ei :~Cf SY . ~: r~,~~ J a~OS$` i.{ ^. ~~0 L ` :ll::+l~ k NZp ~ h ~iO'11•` r~:..L~i~y;aL'~4.~~~ °1'(.: `F ~P . .....~l..yaG ....li~'V _ ~'.~ .3~ J 7. ~~ ,-.5..-. ._ (~ : 1"~ :S~t'TY ~ -.1t ':.J..: . .'.•`~p~`.. ... .... " p.. .. . ., ~ . .. ,._ . .., ,~-:,: +. ";4' ~{ti 'a,..r ..::~:~~ .!.~ . ... _..~.. r,...'. ~ '``~ a~.G~~_J 4 .~„ G o~ O ~ ~ 't~ ra ~Qr Ok ru a iZ. L : { . s - • ~5, ,y~a' psS. Gp~. ~rJ ~pG{'qj~ 1 , f : J ~ '~W F{> . ,r.~ f ~ ~:5, T ."t 3 ^wiw J ~E :'2 ~ ... "~ F t • ` " . . . _... . . _. .. ... . . . L: .. ...

This Cetus presently intends to do. There are no other restrictions on the private sale of any of Cetus uorporation•s stocx. This presentation briefly reviews the Corporation's history and current business and financial position. Further details . regarding Cetus' condition and plans will be provided to interested principals. Q ~~~v G~~~ ~ 0 40-s .. o~- o ^o- , { a ,o Cl .oa ~~ f , v IN

---