-----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, OnQl2U7oplIV5VD7KpwdEAOBnBZ1ipqwuYD0RlTPtTLuH8Spo2wJdxALHYxmM3CR 6nYUVyL6XiJkjAAmiGb18g== 0000919574-98-000752.txt : 19980805 0000919574-98-000752.hdr.sgml : 19980805 ACCESSION NUMBER: 0000919574-98-000752 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980804 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: 98676876 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. 3)* 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) October 1, 1997 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. 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 2,234,300 8. Shared Voting Power 0 2 9. Sole Dispositive Power 2,234,300 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,234,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 9.4% 14. Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Larry N. Feinberg is filing this Amendment No. 3 to Schedule 13D to report the dissolution of a "group," as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act"), with respect to the 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 Mr. Larry N. Feinberg (the "Reporting Person"). The Reporting Person is the managing general partner of Oracle Partners, L.P. and Oracle Institutional Partners, L.P. (together, the "Partnerships"), both of which are investment limited partnerships. The Reporting Person s also President and sole shareholder of Oracle Investment Management, Inc, which acts as investment manager to Oracle Offshore Limited, an offshore investment fund (the "Offshore Fund"), and various managed accounts. The principal business of Mr. Feinberg is to act as investment manager. The principal office of the Reporting Person is at 712 Fifth Avenue, 45th Floor, New York, New York 10019. The Reporting Person has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not during the last five years been a party to a civil proceeding of a judicial or administrative body of 4 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. The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Reporting Person is deemed to beneficially own 2,234,300 shares of Quidel's Common Stock. The shares deemed to be beneficially owned by the Reporting Person are held by the Partnerships, the Offshore Fund and by managed accounts over which Oracle Investment Management, Inc. has investment discretion. Since the last filing on Schedule 13D, 329,000 shares of Common Stock were purchased by the Partnerships, the Offshore Fund and the above-described managed accounts in open market transactions at an aggregate cost of $1,186,816. The funds for the purchase of the shares of Common Stock held in the Partnerships 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 Offshore Fund and the managed accounts over which the Reporting Person has investment 5 discretion came from each entity's own funds. The working capital of each of these entities includes the proceeds of margin loans entered into in the ordinary course of business, such loans being secured by the securities owned by them. On October 1, 1997, the Reporting Person terminated his agreement with Mr. Jack Schuler that was originally entered into 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 the Reporting Person. Therefore, for purposes of Section 13 of the Act, the Reporting Person is no longer deemed to be the beneficial owner of the shares of Common Stock owned by Mr. Schuler. Item 4. Purpose of Transaction The Shares deemed to be beneficially owned by the Reporting Person were acquired for, and are being held for, investment purposes. The Reporting Person may acquire additional shares of Common Stock, dispose of all or some of the Shares from time to time, in each case in open market transactions, block sales or purchases or otherwise, or may continue to hold the Shares. The Reporting Person does not have any plan or proposal which relates to, or would result in, any of the 6 actions enumerated in Item 4 of the instructions to Schedule 13D. However, the Reporting Person reserves the right to discuss company business with management, make proposals to management and/or take other actions to influence the management of Quidel should he deem such actions appropriate. Item 5. Interest in Securities of the Issuer As of the date hereof, the Reporting Person is deemed to beneficially own 2,234,300 shares of Quidel's Common Stock. Based on Quidel's most recently filed Form 10-K, there are believed to be 23,767,616 shares of Quidel's Common Stock outstanding. Therefore, the Reporting Person is deemed to beneficially own 9.4% of Quidel's outstanding shares of Common Stock. The Reporting Person has the sole power to vote, direct the vote, dispose of or direct the disposition of all the shares of Quidel's Common Stock that he are currently deemed to beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to the Common Stock of Quidel. 7 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 Person since the most recent filing on Schedule 13D through the date of this filing. Signature The undersigned, after reasonable inquiry and to the best of his knowledge and belief, certifies that the information set forth in this statement is true, complete and correct. August 4, 1998 /s/Larry N. Feinberg Larry N. Feinberg 00751001.AZ1 EXHIBIT A Daily Transactions* - Common Stock Number of Trade Date Shares Purchased Price Per Share Value 9/30/97 45,000 $5.01 $225,450 12/31/97 50,000 3.55 177,500 5/8/98 25,000 3.3875 84,688 6/26/98 82,000 3.1908 261,146 7/1/98 2,000 3.141 6,282 7/17/98 60,000 3.50 210,000 7/20/98 10,000 3.50 35,000 7/21/98 5,000 3.50 17,500 7/22/98 50,000 3.375 168,750 00751001.AZ1 ___________________ * Each transaction listed above was an open market transaction. 00751001.AZ1 -----END PRIVACY-ENHANCED MESSAGE-----