-----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, PQhRLZNxaqOwVlSfDXYM7e8py0sTyIkqv0jph1AHIQv1m8EgfucwHJjHO0UuRj0n HGyPwjHR/8HF0uNVQy29Bg== 0000066479-97-000017.txt : 19970912 0000066479-97-000017.hdr.sgml : 19970912 ACCESSION NUMBER: 0000066479-97-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970904 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042170233 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-10772 FILM NUMBER: 97675357 BUSINESS ADDRESS: STREET 1: 80 ASHBY RD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172759200 MAIL ADDRESS: STREET 1: 80 ASHBY ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE FILTER CORP DATE OF NAME CHANGE: 19661116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLIPORE CORP CENTRAL INDEX KEY: 0000066479 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042170233 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 80 ASHBY RD CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172759200 MAIL ADDRESS: STREET 1: 80 ASHBY ROAD CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: MILLIPORE FILTER CORP DATE OF NAME CHANGE: 19661116 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Page 6 of 6 Pages SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) PerSeptive Biosystems, Inc. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 715271 10 2 (CUSIP Number) Jeffrey Rudin MILLIPORE CORPORATION 80 Ashby Road Bedford, MA 01730 (617) 533-2209 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 22, 1997 (Date of Event Which Requires Filing of this Amendment) 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 [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) * The remainder of this cover page shall be filled out for a reporting person's initial filing of 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 purposes 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. 715271 10 2 1) Name of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above Persons 1. Millipore Corporation 04-2170233 2. Millipore Investment Holdings Limited 51-0321703 2) Check the Appropriate Row if a member of a Group (See Instructions) (a) X (b) 3) SEC Use Only 4) Source of Funds (See Instructions) OO 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6) Citizenship or Place of Organization Millipore Corporation -- Massachusetts Millipore Investment Holdings Limited-- Delaware Number of (7)Sole Voting Power Millipore Corporation- 625,876 Shares Bene- Millipore Investment Holdings Ltd.-- 1,712,481 ficially (8)Shared Voting Power 0 Owned by (9)Sole Dispositive Power Millipore Corporation- Each Reporting 625,876 Person With Millipore Investment Holdings Ltd. -- 1,712,481 (10)Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person Millipore Corporation -- 625,876 Millipore Investment Holdings Ltd. -- 1,712,481 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13) Percent of Class Represented by Amount in Row (11) In aggregate 10.41% 14) Type of Reporting Person (See Instructions) _____________________________ Millipore Corporation CO Millipore Investment Holdings Ltd. CO Item 1. Security and Issuer [No Change] Equity Securities: Common Stock, $0.01 Par Value Issuer: PerSeptive Biosystems, Inc. 500 Old Connecticut Path Framingham, MA 01701 Item 2. Identity and Background [No Change] (a) Name:Millipore Corporation Millipore Investment Holdings Ltd. (b) State of Organization:Massachusetts Delaware (c) Address of Principal 80 Ashby Road 1013 Centre Road, Suite 350 Business & Office: Bedford, MA 01730Wilmington, DE 19805 (d) Criminal Proceedings: Not Applicable Not Applicable (e) Civil Injunction relating to Federal or State Securities laws: Not Applicable Not Applicable Item 3. Source and Amount of Funds or Other Consideration Millipore Corporation: The reported shares of Common Stock of PerSeptive Biosystems, Inc. were received upon the redemption of 462 shares of the Series A Redeemable Convertible Preferred Stock, $0.01 Par Value, of PerSeptive Biosystems, Inc. on August 22, 1995, of 463 shares of such Series A Redeemable Convertible Preferred Stock, $0.01 Par Value, on August 22, 1996 and of 462 shares of such Series A Redeemable Convertible Preferred Stock, $0.01 Par Value, on August 22, 1997, all of which were part of an aggregate of 1,850 shares of such Preferred Stock delivered to Millipore Corporation in partial consideration for the divestiture sale of the physical assets and goodwill of Millipore Corporation's Life Science Division. Millipore Investment The reported shares of Common Stock of PerSeptive Biosystems, Holdings Limited: Inc. were received upon the redemption of 538 shares of the Series A Redeemable Convertible Preferred Stock, $0.01 Par Value, of PerSeptive Biosystems, Inc. on August 22, 1995 and of 537 shares of such Series A Redeemable Convertible Preferred Stock, $0.01 Par Value, on August 22, 1996 and of 538 shares of such Series A Redeemable Convertible Preferred Stock, $0.01 Par Value, on August 22, 1997, all of which were part of an aggregate of 2,150 shares of such Preferred Stock delivered to Millipore Investment Holdings Limited in partial consideration for the divestiture sale of the intellectual property related to the former Life Science Division of Millipore Corporation. Item 4. Purpose of Transaction The shares of Common Stock of PerSeptive Biosystems, Inc. reported herein were acquired by the reporting persons as a result of the election by PerSeptive Biosystems, Inc. to redeem the first, second and third installments of its Series A Redeemable Convertible Preferred Stock, $0.01 Par Value, on the required redemption dates by the conversion on each such redemption date of an aggregate of 1,000 shares of such Preferred Stock into Common Stock in accordance with the terms of the Certificate of Designations with respect to such Preferred Stock. An aggregate of 4,000 shares of Series A Redeemable Convertible Preferred Stock were delivered to Millipore Corporation and Millipore Investment Holdings Ltd. pursuant to the divestiture sale of the former Millipore Life Science Division to PerSeptive Biosystems, Inc. on August 22, 1994. The shares of such Preferred Stock are mandatorily redeemable in four equal annual installments on August 22, 1995, 1996, 1997 and 1998 at a cash redemption price of $10,000 per share or by conversion into that number of shares of PerSeptive Biosystems Common Stock yielded by dividing the closing price for such Common Stock on the last trading day before the fifth business day prior to each redemption date. The Series A Redeemable Convertible Preferred Stock is also redeemable in its entirety at the option of the reporting persons in the event that the market value of PerSeptive Biosystems, Inc. Common Stock exceeds a specified target value. (a) It is expected that the final mandatory redemption installment of the Series A Redeemable Convertible Preferred Stock may be effected through the conversion into additional shares of PerSeptive Biosystems, Inc. Common Stock. (b)-(j)While the reporting persons are entitled to certain rights in the event of a default by PerSeptive Biosystems, Inc. in its obligation to redeem the Series A Redeemable Convertible Preferred Stock in accordance with the mandatory redemption provisions; neither of the reporting persons have any plans or proposals relating to material changes in the issuer's business or corporate structure, including those matters enumerated in paragraphs (b) through (j) of Item 4 to Schedule 13-d. The reporting persons are aware that PerSeptive Biosystems, Inc. and The Perkin-Elmer Corporation announced on August 25, 1997 that they have entered into a merger agreement providing for the acquisition of PerSeptive Biosystems, Inc. by The Perkin- Elmer Corporation. Item 5. Interest in Securities of the Issuer. (a) Millipore Corporation 625,876 shares 2.8 %* Millipore Investment Holdings Ltd.1,712,481 shares 7.6%* 2,338,357 10.4%* * Based on 21,439,000 shares outstanding as of June 30, 1997, as reported in PerSeptive Biosystems, Inc. Form 10Q Report for the period ended June 30, 1997, plus the 1,019,108 shares issued by PerSeptive Biosystems, Inc. pursuant to the transaction reported hereby. (b) Millipore Corporation 625.876 shares sole power to vote or dispose Millipore Investment Holdings Ltd. 1,712,481 shares sole power to vote or dispose (c)Within the last 60 days the following sales of the Common Stock of PerSeptive Biosystems, Inc. by the persons enumerated in paragraph (a) above have occurred: Person Date of Sale Number of Shares Price per Share Millipore Corp 7/16/97 70,000 $7.75 Millipore Corp 7/17/97 7,500 $7.50 Millipore Corp 7/22/97 12,500 $7.63 Millipore Corp 7/24/97 80,000 $7.79 Millipore Corp 7/25/97 35,000 $7.92 Millipore Corp 7/28/97 135,000 $7.80 Millipore Corp 8/1/97 83,500 $9.75 Millipore Corp 8/4/97 64,500 $9.79 Millipore Corp 8/5/97 100,000 $9.66 All of such sales were effected in market transactions through J.P. Morgan Securities, Inc., 60 Wall Street, New York (d)-(e) [No Change]. Not Applicable Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. [No Change]. Not Applicable Item 7. Material to be Filed as Exhibits. [No Change]. (1) Certificate of Designations, Series A Redeemable Convertible Preferred Stock, ($0.01 Par Value) of PerSeptive Biosystems, Inc. Previously Filed 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. September 4, 1997 (Date) MILLIPORE CORPORATION By: /s/ Francis J. Lunger Francis J. Lunger, Vice President MILLIPORE INVESTMENT HOLDINGS LTD. By: /s/ Bruce R. Winn Bruce R. Winn, Vice President Witness:/s/ Nancy Descano Nancy Descano Suite 350, 1013 Centre Road Wilmington,Delaware 19805 -----END PRIVACY-ENHANCED MESSAGE-----