-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C8ccNK8UdFsfdMPuCTtZ9FDXbGsugyKBRpgYGMlbrB3HMEJ69vrzr/ytaPMDeLqG xSGqZGNXzZxl9wrHwuImAA== 0000932440-97-000023.txt : 19970211 0000932440-97-000023.hdr.sgml : 19970211 ACCESSION NUMBER: 0000932440-97-000023 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970207 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDI JECT CORP /MN/ CENTRAL INDEX KEY: 0001016169 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411350192 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47575 FILM NUMBER: 97520387 BUSINESS ADDRESS: STREET 1: 1840 BERKSHIRE LANE CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6125531102 MAIL ADDRESS: STREET 1: 1840 BERKSHIRE LANE CITY: PLYMOUTH STATE: MN ZIP: 55431 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BECTON DICKINSON & CO CENTRAL INDEX KEY: 0000010795 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 220760120 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE BECTON DR CITY: FRANKLIN LAKES STATE: NJ ZIP: 07417-1880 BUSINESS PHONE: 2018476800 MAIL ADDRESS: STREET 1: ONE BECTON DR CITY: FRANKLIN LAKE STATE: NJ ZIP: 07417 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)1 MEDI-JECT CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 583 93010 - -------------------------------------------------------------------------------- (CUSIP Number) ------------------------- - -------- 1 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 on 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 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). Page 1 of 8 Pages. - ------------------------------------- --------------------------------- CUSIP NO. 583 93010 13G PAGE 2 OF 8 PAGES --- --- - ------------------------------------- --------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATIONS NO. OF ABOVE PERSONS BECTON DICKINSON AND COMPANY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_| (B) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 3,046,460 (SEE ITEM 4(C) HEREIN). NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------- 6 SHARED VOTING POWER 0 (SEE ITEM 4(C) HEREIN). ---------------------------------------------------- 7 SOLE DISPOSITIVE POWER 3,046,460 (SEE ITEM 4(C) HEREIN). ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 (SEE ITEM 4(C) HEREIN). - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,046,460 SHARES OF COMMON STOCK, INCLUDING 2,284,845 SHARES OF COMMON STOCK ISSUABLE UPON PRESENTLY EXERCISABLE SECURITIES. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 33.1% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! PAGE 2 OF 8 PAGES. - ------------------------------------ -------------------------------- CUSIP NO. 583 93010 13G PAGE 3 OF 8 PAGES --- --- - ------------------------------------ -------------------------------- ITEM 1. (A) NAME OF ISSUER. Medi-Ject Corporation, a corporation organized under the laws of Minnesota (the "Issuer"). (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. The Issuer's principal executive offices are located at 1840 Berkshire Lane, Minneapolis, Minnesota 55441. ITEM 2. (A) NAMES OF PERSONS FILING. This statement is being filed by Becton Dickinson and Company ("REPORTING PERSON"). (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE. The principal business office of the Reporting Person is 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880. (C) CITIZENSHIP. The Reporting Person is a New Jersey corporation. (D) TITLE OF CLASS OF SECURITIES. This statement relates to shares of Common Stock, $.01 par value (the "COMMON STOCK"), of the Issuer. (E) CUSIP NUMBER. The CUSIP Number of the Common Stock is 583 93010. PAGE 3 OF 8 PAGES. - ----------------------------------- ----------------------------------- CUSIP NO. 583 93010 13G PAGE 4 OF 8 PAGES --- --- - ----------------------------------- ----------------------------------- ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(B), OR 13d-2(B), CHECK WHETHER THE PERSON FILING IS A: NOT APPLICABLE (a) |_| Broker or Dealer registered under Section 15 of the Act (b) |_| Bank as defined in Section 3(a)(6) of the Act (c) |_| Insurance Company as defined in Section 3(a)(19) of the Act (d) |_| Investment Company registered under Section 8 of the Investment Company Act (e) |_| Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 (f) |_| Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F) (g) |_| Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G) (Note: See Item 7) (h) |_| Group, in accordance with ss.240.13d-1(b)(1)(ii)(H) ITEM 4. OWNERSHIP. (A) AMOUNT BENEFICIALLY OWNED. At December 31, 1996, the Reporting Person may be deemed to have beneficially owned an aggregate of 3,046,460 shares of Common Stock, which amount consists of (i) 761,615 shares of Common Stock, (ii) 1,904,037 shares of Common Stock issuable upon the PAGE 4 OF 8 PAGES. - --------------------------------- -------------------------------------- CUSIP NO. 583 93010 13G PAGE 5 OF 8 PAGES --- --- - --------------------------------- -------------------------------------- exercise of a presently exercisable warrant (the "WARRANT") and (iii) 380,808 shares of Common Stock issuable upon the exercise of a presently exercisable option (the "OPTION"). All securities reported herein as being beneficially owned by the Reporting Person were purchased on January 25, 1996. (B) PERCENT OF CLASS. At December 31, 1996, the Reporting Person may be deemed to have beneficially owned approximately 33.1% of the outstanding shares of Common Stock (which percentage was calculated based upon 9,210,481 shares of Common Stock outstanding calculated on the basis of (1) 6,925,636 shares of Common Stock issued and outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996 as being outstanding as of November 4, 1996, plus (2) 2,284,845 shares of Common Stock subject to issuance upon the exercise of the Warrant and the Option). (C) POWER TO VOTE OR DIRECT THE VOTE AND DISPOSE OR DIRECT THE DISPOSITION OF SECURITIES. At December 31, 1996, (i) the Reporting Person had the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, all 761,615 shares of Common Stock reported herein to be beneficially owned by the Reporting Person, and (ii) upon exercise thereof, the Reporting Person will have the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, all 1,904,037 shares of Common Stock underlying the Warrant and the Option. The Reporting Person has no present intent to PAGE 5 OF 8 PAGES. - ----------------------------------- ------------------------------------- CUSIP NO. 583 93010 13G PAGE 6 OF 8 PAGES --- --- - ----------------------------------- ------------------------------------- exercise its voting power in a manner which would change or influence the control of the Issuer. 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 ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. PAGE 6 OF 8 PAGES. - ---------------------------------- ------------------------------------- CUSIP NO. 583 93010 13G PAGE 7 OF 8 PAGES --- --- - ---------------------------------- ------------------------------------- ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. PAGE 7 OF 8 PAGES. - ------------------------------- ----------------------------------------- CUSIP NO. 583 93010 13G PAGE 8 OF 8 PAGES --- --- - ------------------------------- ----------------------------------------- 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. BECTON DICKINSON AND COMPANY Dated: February 7, 1997 By: /s/Raymond P. Ohlmuller ------------------------------- Raymond P. Ohlmuller Vice President and Secretary PAGE 8 OF 8 PAGES. -----END PRIVACY-ENHANCED MESSAGE-----