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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-K/A


(Amendment No. 1)





xAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





For the fiscal year ended December 31, 2001

Commission File Number 000-31147





DELTAGEN, INC.


(Exact name of registrant as specified in its charter)





Delaware (State or other
jurisdiction of incorporation or organization)

94-3260659 (IRS
Employer Identification Number)





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740 Bay Road


Redwood City, California 94063


(Address of principal executive offices) (Zip Code)





Telephone Number: (650) 569-5100





SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:





Title of Each Class

Name of Each Exchange on Which RegisteredNone

None





SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


Common Stock $0.001 Par Value


(Title of Class)





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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405
of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  ̈





At March 14, 2002, the aggregate market value of the registrants Common Stock held by non-affiliates of the registrant was approximately $95,821,000.





At March 14, 2002, the number of shares outstanding of registrants Common Stock was 35,256,086.





DOCUMENTS INCORPORATED BY REFERENCE





Portions of Definitive Proxy Statement for the Companys 2002 Annual Meeting of Stockholders to be held on May 22, 2002, to be filed within 120 days of December 31, 2001, are incorporated by
reference into Part III of this Form 10-K where indicated.





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EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K/ A revises Items 14(a)(3) and Exhibit 10.32 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2001 that was
originally filed on March 29, 2002 (the Original Filing) to respond to comments that we received from the Securities and Exchange Commission.





This report updates Item 14(a)(3) and revises Exhibit 10.32 filed as an exhibit to the Original Filing to disclose additional portions of that exhibit for which we had originally requested confidential
treatment. Other than these amendments, Item 14 remains in the same form as initially filed.





This report
continues to speak as of the date of the Original Filing, and we have not updated the disclosure in this report to speak as of a later date. All information contained in this report and the Original Filing is subject to updating and supplementing as
provided in our periodic reports filed with the Securities and Exchange Commission.





Item 14.    Exhibits,
Financial Statement Schedules and Reports on Form 8





| | (a) |  | The following documents are filed as part of this report:
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| | (1) |  | Financial Statements of the Company are included in Part II, Item 8:
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Report of Independent Accountants





Consolidated Balance Sheets





Consolidated
Statements of Operations





Consolidated Statements of Stockholders Equity (Deficit)





Consolidated Statements of Cash Flows





Notes to Consolidated Financial Statements





All other schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the financial statements or notes thereto.





| | (3) |  | Exhibits:
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See attached Exhibit Index.





| | (b) |  | The Company filed the following reports on Form 8-K during the fourth quarter of fiscal 2001:
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None.




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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





Date:    August 9, 2002





By:

/s/    JOHN E.
BURKEJohn E. Burke Senior Vice
President




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EXHIBIT INDEX





Set forth below is a list of exhibits that are being filed or incorporated by reference into this Form 10-K:





Exhibit No.

Exhibit2.1*

Purchase Agreement with Bristol-Myers Squibb Company dated February 8, 2002 (1)2.2*

Amendment to Purchase Agreement with Bristol-Myers Squibb Company dated February 14, 2002 (1)2.3*

Agreement and Plan of Merger and Reorganization with Arcaris, Inc. dated July 24, 2001 (2)2.4*

Agreement and Plan of Merger and Reorganization with XenoPharm, Inc. dated January 15, 2002 (8)3(i).1

Restated Certificate of Incorporation (8)3(ii).1

Bylaws of the Registrant (4)4.1

Specimen Common Stock Certificate (4)4.2

Investors Rights Agreement dated May 27, 1999 (4)4.3

Investors Rights Agreement dated January 21, 2000 (4)4.4

Common Stock Purchase Agreement with Rathmann Family Trust dated October 10, 2001 (8)4.5

Registration Rights Agreement dated February 16, 2002 (5)10.1.1

1998 Stock Incentive Plan (4)10.1.2

Form of Option Agreement under 1998 Stock Incentive Plan (4)10.2.1

2000 Stock Incentive Plan (4)10.2.2

Form of Incentive Option Agreement under 2000 Stock Incentive Plan (4)10.2.3

Form of Nonstatutory Stock Option Agreement under 2000 Stock Incentive Plan (4)10.3

2000 Employee Stock Purchase Plan (4)10.4

Agreement with University of Edinburgh (4)10.5.1

Lease Agreement for 1031 Bing Street, San Carlos, California (4)10.5.2

Addendum to Lease Agreement (4)10.5.3

First Amendment to Lease Agreement (4)10.6

Lease Agreement for 1003 Hamilton Avenue, Menlo Park, California (4)10.7

Form of Indemnification Agreement (4)10.8

Agreement with William Matthews, Ph.D. (4)10.9

Agreement with Mark W. Moore, Ph.D. (4)10.10

Agreement with Augustine G. Yee, Esq. (4)10.11

Agreement with Terry Coley, Ph.D. (4)10.12

Series B Preferred Stock Warrant issued to Silicon Valley Bank (4)10.13

Series B Preferred Stock Warrant issued to LMSI (4)10.14

Agreement with IGBMC (4)10.15

Promissory Note between Deltagen and William Matthews, Ph.D. (4)10.16

Promissory Note between Deltagen and Mark W. Moore, Ph.D. (4)10.17

Agreement with Roche Biosciences, Inc. dated October 2, 1998 (4)10.18

Agreement with Pfizer, Inc. dated December 22, 1998 (4)10.19

Agreement with Schering-Plough dated December 16, 1999 (4)10.20

Agreement with Merck dated December 21, 1999 (4)10.21

Agreement with Glaxo dated June 27, 2000 (4)10.22

Collaboration Agreement with Glaxo dated June 27, 2000 (4)10.23

Agreement with Affymetrix, Inc. dated July 12, 2000 (4)10.24

Series C Preferred Stock Warrant issued to IGBMC (4)10.25

Lease Agreements for 1210 and 1255 Hamilton Court, Menlo Park, California (6)10.26

Agreement with Pfizer, Inc. dated July 1, 2000 (6)10.27

Agreement with John E. Burke (6)10.28

Agreement with Richard Hawkins (6)10.29

Agreement with Brian Crowley (6)10.30

Lease Agreement for 740 Bay Road, Redwood City, California (7)10.31.1

Sublease Agreement for 700 Bay Road, Redwood City, California (7)10.31.2

Consent to Sublease Agreement for 700 Bay Road, Redwood City, California (7)




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Exhibit No.

Exhibit10.32**

Agreement with Hyseq, Inc. dated October 9, 200110.33

Lease Purchase Agreement dated August 29, 2001 (8)10.34

Loan Agreement dated August 29, 2001 (8)10.35

Guarantor Agreement dated August 29, 2001 (8)10.36

Research Subscription Agreement with Merck & Co., Inc. dated February 8, 2002 (8)10.37

Promissory Note between Deltagen and Augustine Yee dated April 16, 2001 (8)10.38

Promissory Note between Deltagen and Terry Coley dated April 16, 2001 (8)10.39

Lease Agreement for 4570 Executive Drive, San Diego, California (8)10.40

Agreement with Peter L. Myers (8)21

Subsidiaries (8)23.1

Consent of PricewaterhouseCoopers LLP, Independent Accountants (8)24.1

Power of Attorney. See page 84. (8)


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|(1) |  | Incorporated by reference to the identically numbered exhibits filed with the Registrants Current Report on Form 8-K (File No. 000-31147) filed on March
4, 2002.
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|(2) |  | Incorporated by reference to Exhibit 10.32 filed with the Registrants Quarterly Report on Form 10-Q (File No. 000-31147) filed on August 9, 2001.
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|(3) |  | Incorporated by reference to Exhibit 3.(ii).2 filed with Registrants Registration Statement on Form S-1 (File No. 333-34668) declared effective on August
2, 2000.
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|(4) |  | Incorporated by reference to the identically numbered exhibits filed with the Registrants Registration Statement on Form S-1 (File No. 333-34668) declared
effective on August 2, 2000.
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|(5) |  | Incorporated by reference to Exhibit 2.3 filed with Registrants Current Report on Form 8-K (File No. 000-31147) filed on March 4, 2002.
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|(6) |  | Incorporated by reference to the identically numbered exhibits filed with the Registrants Annual Report on Form 10-K (File No. 000-31147) filed on April
2, 2001.
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|(7) |  | Incorporated by reference to the identically numbered exhibits filed with the Registrants Quarterly Report on Form 10-Q (File No. 000-31147) filed on
August 9, 2001.
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|(8) |  | Previously filed with the Commission and incorporated herein by reference from the identically numbered exhibits to the Registrants Annual Report on Form
10-K (File No. 000-31147) filed on March 29, 2002.
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| |  | Confidential treatment has been requested with respect to portions of these agreements.
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|* |  | The schedules and exhibits to these agreements, as set forth in the respective Table of Contents thereto (if any), have not been filed herewith, pursuant to
Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.
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|** |  | Previously filed with the Commission as an exhibit to the Registrants Annual Report on Form 10-K for the year ended December 31, 2001, filed on March 29,
2002. Pursuant to a confidential treatment request filed with the Commission, certain portions of this exhibit were omitted from our prior filing. The current filing reflects comments of the Commission regarding our confidential treatment request.
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