-----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, CGWv9mjSb+WoXEYgGGaeM2Ez7Mx1g7x5/5u+FNWn5Muo9RGuOLX+1ayVC31OWiJu zxGnSemWlrYMKnkGLITk6A== 0000919574-99-001376.txt : 19991203 0000919574-99-001376.hdr.sgml : 19991203 ACCESSION NUMBER: 0000919574-99-001376 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991202 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35237 FILM NUMBER: 99768026 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. 1)* Name of Issuer: Quidel Corporation Title of Class of Securities: Common Stock CUSIP Number: 74838J101 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Larry N. Feinberg 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) November 22, 1999 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 shall include a signed original and five copies of the schedule, including all exhibits. 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 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) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 1,403,600 8. Shared Voting Power: 1,388,400 9. Sole Dispositive Power: 1,403,600 10. Shared Dispositive Power: 1,388,400 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,792,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 11.7% 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 Oracle Partners, L.P. 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 8. Shared Voting Power 1,388,400 9. Sole Dispositive Power 10. Shared Dispositive Power 1,388,400 4 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,388,400 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 5.8% 14. Type of Reporting Person* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 This Amendment No. 1 to the Schedule 13D is being filed to report the change in beneficial ownership of Larry N. Feinberg and the addition of Oracle Partners, L.P. as a reporting person with respect to the common stock (the "Common Stock") of Quidel Corporation ("QDEL"). Item 1. Security and Issuer No change. Item 2. Identity and Background This statement is being filed on behalf of Mr. Larry N. Feinberg and Oracle Partners, L.P., a Delaware limited partnership ("Oracle Partners") (Oracle Partners and Mr. Feinberg will be collectively referred to as the "Reporting Persons"). Oracle Partners has been added as a Reporting Person due to an increase in the percentage of shares of QDEL's Common Stock of which Oracle Partners is the beneficial owner. Mr. Feinberg is the managing general partner of Oracle Partners and Oracle Institutional Partners, L.P., both of which are investment limited partnerships (the "Partnerships"). Mr. Feinberg is also the sole principal of Oracle Investment Management, Inc., the investment manager of several offshore investment funds (the "Offshore Funds") and several managed accounts (the "Managed Accounts"). The principal offices of the Funds and the Investment Manager are at 712 Fifth Avenue, 45th Floor, New York, New York 10019. 6 The Reporting Persons have not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Persons have not 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 is a citizen of the United States of America. Oracle Partners is a limited partnership formed under the laws of the State of Delaware. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Mr. Feinberg is deemed to beneficially own 2,792,000 shares of QDEL's Common Stock (the "Shares"), of which Oracle Partners beneficially owns 1,388,400 Shares. The Shares deemed to be beneficially owned by Mr. Feinberg are held by the (i) Partnerships; (ii) Offshore Funds; (iii) Managed Accounts over which Mr. Feinberg has investment discretion; and (iv) Mr. Feinberg directly. The 2,792,000 Shares were purchased in open market transactions at an aggregate cost of $10,952,505. The funds for the purchase of the Shares 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 held by the Investment Manager 7 came from its shareholders. The funds for the purchase of the Shares held in the Managed Accounts came from each Managed Account's own funds. The funds for the purchase of the Shares of Common Stock held by Mr. Feinberg came from his own funds. No leverage was used to purchase the Shares. Item 4. Purpose of Transaction No change. Item 5. Interest in Securities of the Issuer As of the date hereof, Mr. Feinberg is deemed to be the beneficial owner of 2,792,000 Shares of which Oracle Partners is the beneficial owner of 1,388,400 Shares. Based on QDEL's most recent Form 10-Q filed on November 15, 1999, as of November 5, 1999 there were 23,857,285 shares of QDEL's Common Stock outstanding. Therefore, Mr. Feinberg is deemed to beneficially own 11.7% of QDEL's outstanding shares of Common Stock, and Oracle Partners is the beneficial owner of 5.8%. Mr. Feinberg has the sole power to vote, direct the vote, dispose of or direct the disposition of 1,403,600 shares of QDEL's Common Stock. Mr. Feinberg and Oracle Partners have the shared power to vote, direct the vote, dispose of or direct the disposition of 1,388,400 shares of QDEL's Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer No change. 8 Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Shares that were effected by the Reporting Persons during the past 60 days is filed herewith as Exhibit B. 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. December 2, 1999 /s/ Larry N. Feinberg _________________________ Larry N. Feinberg Oracle Partners, L.P. By: /s/ Larry N. Feinberg Larry N. Feinberg General Partner 9 EXHIBIT A AGREEMENT The undersigned agree that this Schedule 13D dated December 2, 1999 relating to the Common Stock of Quidel Corporation shall be filed on behalf of the undersigned. /s/ Larry N. Feinberg Larry Feinberg Oracle Partners, L.P. By: /s/ Larry N. Feinberg Larry Feinberg General Partner 00751001.BD1 10 EXHIBIT B Schedule of Transactions Date Shares Purchased or (Sold) Price Per Share 9/30/99 10,000 $4.4712 9/30/99 1,700 4.4671 10/28/99 40,000 3.75 11/16/99 25,000 3.875 11/18/99 65,000 4.0625 11/22/99 10,000 5.5937 11/22/99 25,000 5.675 11/22/99 25,000 5.732 11/24/99 10,000 5.3438 11/30/99 24,000 5.6700 11 00751001.BD1 -----END PRIVACY-ENHANCED MESSAGE-----