-----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, Os0RDI8OXR4BOY8Ky1l7kwveip5m2K3LPzLo7ctWOKe97WVm+UmilP8OK8mLNpLE aJpcpeXB4E2SpdcC3boByw== 0000950131-01-502150.txt : 20010704 0000950131-01-502150.hdr.sgml : 20010704 ACCESSION NUMBER: 0000950131-01-502150 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERUS CORP CENTRAL INDEX KEY: 0001020214 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 680262011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51875 FILM NUMBER: 1674880 BUSINESS ADDRESS: STREET 1: 2411 STANWELL DR CITY: CONCORD STATE: CA ZIP: 94520 BUSINESS PHONE: 9252886000 MAIL ADDRESS: STREET 1: 2525 STANWELL DRIVE STREET 2: STE 300 CITY: CONCORD STATE: CA ZIP: 94520 FORMER COMPANY: FORMER CONFORMED NAME: CERUS TECHNOLOGIES INC DATE OF NAME CHANGE: 19960731 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAXTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000010456 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 360781620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE BAXTER PKWY CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8479482000 MAIL ADDRESS: STREET 1: ONE BAXTER PARKWAY CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER TRAVENOL LABORATORIES INC DATE OF NAME CHANGE: 19880522 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER LABORATORIES INC DATE OF NAME CHANGE: 19760608 SC 13D/A 1 dsc13da.txt AMENDMENT NUMBER 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) * CERUS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON SHARES $0.001 PAR VALUE PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 157085 10 1 --------------------------------------------------------- (CUSIP Number) Jan Stern Reed BAXTER INTERNATIONAL INC. One Baxter Parkway Deerfield, Illinois 60015 847.948.2212 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 29, 2001 --------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [_] NOTE: Schedules filed in paper format should include a signed original and five (5) copies of the schedule. See Rule 13d-7(b) for other parties to whom copies are to be sent. * 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 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 ("Act") 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). (Continued on following page(s)) CUSIP No. 157085 10 1 ----------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 S.S or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). BAXTER INTERNATIONAL INC. ("Parent") I.R.S Identification Number: 36-0781620 BAXTER HEALTHCARE CORPORATION ("Holder") I.R.S Identification Number: 36-2604143 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instruction) 4 N/A - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 3(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 270,337 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 270,337 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 270,337 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ Page 2 of 6 Pages CUSIP No. 157085 10 1 ----------- This Amendment No. 3 to Schedule 13D (the "Amendment") relates to the holdings of Baxter Healthcare Corporation, a Delaware corporation ("Holder") of common stock, $0.001 par value per share ("Common Stock") of Cerus Corporation, a Delaware corporation (the "Company"). The Amendment amends and supplements the previously filed Schedule 13D, as amended, as follows: Item 4. PURPOSE OF TRANSACTION. The following is hereby added to the end of Item 4. Holder disposed of 1,800,000 shares of Common Stock on June 29, 2001. Holder contributed, in a private placement, 1,800,000 shares of Common Stock to the Baxter International Inc. and Subsidiaries Pension Trust, effective June 29, 2001, at the closing price of the Company's Common Stock per share, on June 28, 2001, as reported in the NASDAQ national market quotation service. In addition, Section 4.2 of the Red Cell Agreement has been amended as set forth in Exhibit 7.4, which Exhibit is incorporated herein by reference. Accounting Treatment -------------------- The accounting gain from this disposition of Common Stock will be substantially offset by impairment charges for non-strategic investments and assets of Holder or Parent. Item 5. INTEREST IN SECURITIES OF THE ISSUER: Except as set forth herein, neither Holder, or Baxter International Inc., a Delaware corporation (the "Parent"), nor, to the best of the knowledge of Holder and Parent, any director or executive officer of Holder or Parent beneficially owns any other shares of Common Stock of the Company. (a) As of July 2, 2001, Holder and Parent beneficially owned an aggregate of 270,337 shares of Common Stock, which constitute approximately 1.7% of the total number of presently outstanding shares of Common Stock. No further reports will be made on behalf of Holder or Parent. (b) Holder and Parent share the power to vote and dispose of the Common Stock. (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. Item 6. CONTRACTS OR ARRANGEMENTS WITH RESPECT TO ISSUER SECURITIES. The disclosure in Item 6 is amended to add this sentence at the end of the final paragraph of this Section. Section 4.2 of the Red Cell Agreement has been amended as set forth in Exhibit 7.4, which Exhibit is incorporated herein by reference. Page 3 of 6 Pages Item 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 7.4 Letter, dated June 28, 2001, amending Section 4.2 of that certain Development, Manufacturing and Marketing Agreement, effective as of April 1, 1996, and amended and restated effective as of June 30, 1998 by and between Baxter Healthcare Corporation and Cerus Corporation. Page 4 of 6 Pages S I G N A T U R E After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned corporations certifies that the information set forth in this Statement is true, complete and correct. Dated: July 2, 2001 BAXTER HEALTHCARE CORPORATION By: /S/Jan Stern Reed -------------------------- Corporate Secretary BAXTER INTERNATIONAL INC. By: /S/Jan Stern Reed -------------------------- Corporate Secretary Page 5 of 6 Pages EX-7.4 2 dex74.txt LETTER DATED JUNE 28, 2001 Exhibit 7.4 [Baxter Healthcare Corporation letterhead] Via Fax June 28, 2001 Cerus Corporation 2411 Stanwell Drive Concord, CA 94520 Re: Amendment to Section 4.2 of the June 30, 1998 Development --------------------------------------------------------- Agreement - --------- Ladies and Gentlemen: Baxter Healthcare Corporation, a Delaware corporation ("Baxter") is a party to that certain Development, Manufacturing and Marketing Agreement with Cerus Corporation, a Delaware corporation ("Cerus"), originally dated April 1, 1996, as amended and restated June 30, 1998 (the "Agreement"). Section 4.2 of the Agreement sets forth certain "standstill" obligations on the part of Baxter and its "Affiliates" (as that term is defined in Section 2, sub-heading "Baxter"), as to Cerus equity securities. Baxter hereby agrees, covenants and consents that all references in Section 4.2 of the Agreement to "twenty and one-tenth percent" or "20.1%" shall, as of the date of this letter, be amended to read "five and four-tenths percent", or "5.4%" respectively. No other term of the Agreement shall be deemed amended hereby. It is understood that our consent to these changes effectively renders any Cerus equity securities acquired by Baxter in excess of this newly lowered 5.4% threshold "Prohibited Securities" as that term is defined in the Agreement. Sincerely, Timothy B. Anderson Senior Vice President Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----