-----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, Vzm2GDUjxRwyK0IJ8TktTmpAAyYYKbuS2vscUdtb1qK8ozaUkFEb6O/QulFo+4dQ LyvpFis8lc/XbGbqn+CxHA== 0000919574-97-000764.txt : 19970912 0000919574-97-000764.hdr.sgml : 19970912 ACCESSION NUMBER: 0000919574-97-000764 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970909 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUIDEL CORP /DE/ CENTRAL INDEX KEY: 0000353569 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 942573850 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35237 FILM NUMBER: 97677429 BUSINESS ADDRESS: STREET 1: 10165 MCKELLAR CT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195521100 FORMER COMPANY: FORMER CONFORMED NAME: MONOCLONAL ANTIBODIES INC /DE/ DATE OF NAME CHANGE: 19910210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Name of Issuer: Quidel Corp. Title of Class of Securities: Common Stock, no par value. CUSIP Number: 74838J101 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Norman S. Schleifer c/o Oracle Partners, L.P. 712 Fifth Avenue, 45th Floor New York, New York 10019 (Date of Event which Requires Filing of this Statement) 8/28/97 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(b)(3) or (4), check the following box [ ]. *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 in 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). CUSIP No. 74838J101 1. Name of Reporting Person I.R.S. Identification No. of Above Person Larry N. Feinberg 2. Check the appropriate box if a member of a group a. X b. 3. SEC Use Only 4. SOURCE OF FUNDS WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 1,905,300 8. Shared Voting Power 2,132,100 2 9. Sole Dispositive Power 1,905,300 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,905,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 8.09% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 74838J101 1. Name of Reporting Person I.R.S. Identification No. of Above Person Jack W. Schuler 2. Check the appropriate box if a member of a group a. X b. 3. SEC Use Only 4. SOURCE OF FUNDS PF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) of 2(e) 6. Citizenship or Place of Organization U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. Sole Voting Power 226,800 8. Shared Voting Power 2,132,100 4 9. Sole Dispositive Power 226,800 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 226,800 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 0.96% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 The Reporting Persons are filing this Amendment No. 2 to Schedule 13D to report a material increase in their percentage ownership of common stock (the "Common Stock") of Quidel Corp. ("Quidel"). Item 1. Security and Issuer No change. Item 2. Identity and Background This statement is being filed on behalf of Messrs. Larry N. Feinberg and Jack W. Schuler with respect to Common Stock owned beneficially by each of Mr. Feinberg and Mr. Schuler. Mr. Feinberg is the managing general partner of Oracle Partners, L.P. and Oracle Institutional Partners, L.P. each of which is a private investment limited partnership (the "Partnerships") and the President and sole shareholder of Oracle Investment Management, Inc. The principal office of the Partnerships and Oracle Investment Management Inc. is at 712 Fifth Avenue, 45th Floor, New York, New York 10019. Mr. Schuler's principal occupation is health care investments and his principal office is Jack W. Schuler c/o Crabtree Partners, Suite 410, 1419 Lake Cook Road, Deerfield, Illinois 60015. Mr. Feinberg and Mr. Schuler are making a joint filing pursuant to Rule 13d-1(f) of the Securities Exchange 6 Act of 1934, as amended (the "Act"), because, by reason of their agreement as described herein, they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Act with respect to acquiring, holding and disposing of shares of the Common Stock. Neither Mr. Feinberg nor Mr. Schuler have during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Mr. Feinberg nor Mr. Schuler have during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Feinberg and Mr. Schuler are both citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Mr. Feinberg is deemed to beneficially own 1,905,300 shares of Quidel's Common Stock and Mr. Schuler is deemed to beneficially own 226,800 shares of Quidel's Common Stock. The shares beneficially owned by Mr. Feinberg are held by the Partnerships and by managed accounts over which Oracle Investment Management, Inc. has 7 investment discretion. The shares beneficially owned by Mr. Schuler are held by him individually and in trust accounts over which Mr. Schuler has investment discretion. Mr. Feinberg is the managing general partner of the Partnerships and the President and sole shareholder of Oracle Investment Management, Inc. In the last sixty days, 293,050 shares of Common Stock were purchased by the Partnerships, the above-described managed accounts and Mr. Schuler in open market transactions at an aggregate cost of $1,363,277.00. Mr. Feinberg and Mr. Schuler reached an agreement, on June 8, 1995, whereby the shares of Common Stock deemed to be beneficially owned by Mr. Schuler would be voted together with those deemed to be beneficially owned by Mr. Feinberg. The funds for the purchase of the shares of Common Stock held in the Partnerships over which Mr. Feinberg has investment discretion came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchase of the shares of Common Stock held in the managed accounts over which Mr. Feinberg has investment discretion came from each managed account's own funds. Funds for Mr. Feinberg's purchase of Common Stock also came from margin loans entered in the ordinary course of business. The funds for the purchase of 8 the shares of Common Stock held individually by Mr. Schuler came from Mr. Schuler's personal assets. Item 4. Purpose of Transaction No change. Item 5. Interest in Securities of the Issuer As of the date hereof, the Reporting Persons together beneficially own 9.05% of Quidel's outstanding shares of Common Stock from 7.41% beneficially owned as of July 27, 1995. Mr. Feinberg is deemed to be the beneficial owner of 1,905,300 shares of Quidel's Common Stock through his power to vote and dispose of the shares of Common Stock held by the Partnerships and the managed accounts described above. Mr. Schuler is deemed to be the beneficial owner of 226,800 shares of Quidel's Common Stock. Mr. Feinberg and Mr. Schuler have agreed to vote together as a group the 2,132,100 shares of Quidel Common Stock they are deemed to beneficially own between themselves. Based on Quidel's most recently filed Form 10-Q, there are believed to be 23,554,333 shares of Quidel's Common Stock outstanding. Therefore, Mr. Feinberg and Mr. Schuler have agreed to vote together as a group 9.05% of Quidel's outstanding shares of Common Stock. Mr. Feinberg and Mr. Schuler have the power to vote, direct the vote, dispose of or direct the 9 disposition of all the shares of Quidel's Common Stock that they are currently deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. Item 7. Material to be Filed as Exhibits Attached hereto as Exhibit A is a description of the transactions in the Common Stock of Quidel that were effected by the Reporting Persons during the past 60 days. Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. Dated as of September 9, 1997 /s/Larry N. Feinberg Larry N. Feinberg Jack W. Schuler By: /s/ Norman S. Schleifer Norman S. Schleifer Attorney-in-fact 00751001.AS7 EXHIBIT A Daily Transactions* - Common Stock Trade Date Number of Shares Price Per Share Value 8/19/97 2,500 $4.00 $ 10,000 8/20/97 10,000 4.1125 41,125 8/21/97 13,800 4.2894 59,194 8/22/97 11,500 4.1630 47,875 8/25/97 20,250 4.1867 84,781 8/26/97 25,000 4.375 109,375 8/27/97 40,000 4.5703 182,812 8/27/97 20,000 4.5625 91,250 8/28/97 60,000 4.875 292,500 8/29/97 10,000 4.8125 48,125 9/8/97 80,000 4.953 396,240 ___________________ * Each transaction listed above was an open market transaction. 00751001.AS7 -----END PRIVACY-ENHANCED MESSAGE-----