-----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, UBYIbPokc7G05fi/FwizHrDrCe7u0zUc76IoSyrQbnOGhLR+i9zUHXFBLOEbqALe 09EE+yO08bSQQlCgXpEUwQ== 0000892251-05-000714.txt : 20051004 0000892251-05-000714.hdr.sgml : 20051004 20051004161704 ACCESSION NUMBER: 0000892251-05-000714 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051004 DATE AS OF CHANGE: 20051004 GROUP MEMBERS: MOTTO MANAGEMENT, LLC GROUP MEMBERS: MOTTO VIVO FAMILY LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN BIOSCIENCE INC CENTRAL INDEX KEY: 0000794172 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 310888197 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38201 FILM NUMBER: 051121932 BUSINESS ADDRESS: STREET 1: 3471 RIVER HILLS DR CITY: CINCINNATI STATE: OH ZIP: 45244 BUSINESS PHONE: 5132713700 MAIL ADDRESS: STREET 1: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN DIAGNOSTICS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOTTO WILLIAM J CENTRAL INDEX KEY: 0000940435 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MERIDIAN DIAGNOSTICS INC STREET 2: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 BUSINESS PHONE: 5132713700 MAIL ADDRESS: STREET 1: MERIDIAN BIOSCIENCE INC STREET 2: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 SC 13D/A 1 motto13dno1092105.htm WILLIAM J. MOTTO SCHEDULE 13D AMENDMENT 1 Schedule 13d Amendment No. 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

_________________

Amendment No. 1 to
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Meridian Bioscience, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

589584 10 1
(CUSIP Number)

William J. Motto Meridian Bioscience, Inc. 3471 River Hills Drive Cincinnati, Ohio 45244-3091 (513) 271-3700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 21, 2005
(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 [ ].

*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 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).

Page 1 of 7 Pages

- -----------------------                                        -----------------
CUSIP NO.  589584 10 1             Schedule 13D                Page 2 of 7 Pages
- -----------------------                                        -----------------

- -------- -----------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         William J. Motto
- -------- -----------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         (a)                                                             [ ]
         (b)                                                             [ ]
- -------- -----------------------------------------------------------------------
   3     SEC USE ONLY

- -------- -----------------------------------------------------------------------
   4     SOURCE OF FUNDS

         OO
- -------- -----------------------------------------------------------------------
   5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO TIME 2(d) OR  2(e)                                        [ ]

- -------- -----------------------------------------------------------------------
   6     CITIZENSHIP OR PLACE OF ORGANIZATION

         United States, State of Ohio
- -------- -----------------------------------------------------------------------
                            7     SOLE VOTING POWER

                                   3,442,906
                         -------- ----------------------------------------------
   NUMBER OF SHARES         8     SHARED VOTING POWER
     BENEFICIALLY
                                       -0-
                         -------- ----------------------------------------------
     OWNED BY EACH          9     SOLE DISPOSITIVE POWER
 REPORTING PERSON WITH
                                  3,442,906
                         -------- ----------------------------------------------
                           10     SHARED DISPOSITIVE POWER

                                       -0-
- -------- -----------------------------------------------------------------------
  11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         3,442,906
- -------- -----------------------------------------------------------------------
  12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                                     [ ]

- -------- -----------------------------------------------------------------------
  13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         13.2%
- -------- -----------------------------------------------------------------------
  14     TYPE OF REPORTING PERSON

         IN
- -------- -----------------------------------------------------------------------




- ----------------------                                         -----------------
CUSIP NO.  589584 10 1            Schedule 13D                 Page 3 of 7 Pages
- ----------------------                                         -----------------

- -------- -----------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Motto Management, LLC
- -------- -----------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         (a)                                                            [ ]
         (b)                                                            [ ]
- -------- -----------------------------------------------------------------------
   3     SEC USE ONLY

- -------- -----------------------------------------------------------------------
   4     SOURCE OF FUNDS

         OO
- -------- -----------------------------------------------------------------------
   5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO TIME 2(d) OR 2(e)                                             [ ]

- -------- -----------------------------------------------------------------------
   6     CITIZENSHIP OR PLACE OF ORGANIZATION

         United States, State of Ohio
- -------- -----------------------------------------------------------------------
                            7     SOLE VOTING POWER

                                      -0-
                         -------- ----------------------------------------------
   NUMBER OF SHARES         8     SHARED VOTING POWER
     BENEFICIALLY
                                      -0-
                         -------- ----------------------------------------------
     OWNED BY EACH          9     SOLE DISPOSITIVE POWER
 REPORTING PERSON WITH
                                      -0-
                         -------- ----------------------------------------------
                           10     SHARED DISPOSITIVE POWER

                                      -0-
- -------- -----------------------------------------------------------------------
  11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,368,156
- -------- -----------------------------------------------------------------------
  12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                                [ ]

- -------- -----------------------------------------------------------------------
  13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         9.1%
- -------- -----------------------------------------------------------------------
  14     TYPE OF REPORTING PERSON

         OO
- -------- -----------------------------------------------------------------------




- ----------------------                                         -----------------
CUSIP NO.  589584 10 1            Schedule 13D                 Page 4 of 7 Pages
- ----------------------                                         -----------------

- -------- -----------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Motto Vivo Family Limited Partnership
- -------- -----------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
         (a)                                                              [ ]
         (b)                                                              [ ]
- -------- -----------------------------------------------------------------------
   3     SEC USE ONLY

- -------- -----------------------------------------------------------------------
   4     SOURCE OF FUNDS

         OO
- -------- -----------------------------------------------------------------------
   5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO TIME 2(d) OR  2(e)                                           [ ]

- -------- -----------------------------------------------------------------------
   6     CITIZENSHIP OR PLACE OF ORGANIZATION

         United States, State of Ohio
- -------- -----------------------------------------------------------------------
                            7     SOLE VOTING POWER

                                      -0-
                         -------- ----------------------------------------------
   NUMBER OF SHARES         8     SHARED VOTING POWER
     BENEFICIALLY
                                      -0-
                         -------- ----------------------------------------------
     OWNED BY EACH          9     SOLE DISPOSITIVE POWER
 REPORTING PERSON WITH
                                      -0-
                         -------- ----------------------------------------------
                           10     SHARED DISPOSITIVE POWER

                                      -0-
- -------- -----------------------------------------------------------------------
  11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         2,368,156
- -------- -----------------------------------------------------------------------
  12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES                                                [ ]

- -------- -----------------------------------------------------------------------
  13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         9.1%
- -------- -----------------------------------------------------------------------
  14     TYPE OF REPORTING PERSON

         PN
- -------- -----------------------------------------------------------------------

Except as specifically amended hereby, the provisions of Mr. Motto's Schedule 13D as previously filed, as well his filings on Schedule 13G and amendments thereto, remain in full force and effect.

Item 3. Source and Amount of Funds or Other Consideration.

Shares of Meridian Common stock underwent a 3-for-2 stock split, effective September 2, 2005. Accordingly, all references to shares shall use post-split figures, regardless of whether a transaction occurred prior to such split, in order to simplify comprehension of the disclosures herein.

The transaction prompting this amendment to Schedule 13D involves the disposition of a portion of the reporting parties’ shares of Meridian Common Stock, as described in Item 4 below.

Item 4. Purpose of Transaction.

Mr. Motto has beneficial ownership of all of the shares directly held by him, as well as shares held by the William Motto Revocable Trust (the “Revocable Trust”), two irrevocable trusts, including the William J. Motto Irrevocable Trust (the “Irrevocable Trust”) (collectively, the Revocable Trust and the two irrevocable trusts are referred to herein as the “Trusts”), Motto Management, LLC ("Motto Mgt.") and the Motto Vivo Family Limited Partnership ("Vivo FLP"). Mr. Motto is a manager of Motto Mgt., and is therefore deemed to beneficially own all of its shares. Motto Mgt. is the sole general partner of the Vivo FLP. Thus, as manager of the Vivo FLP’s general partner, Mr. Motto beneficially owns all of the shares held by the Vivo FLP. Mr. Motto controls certain aspects of the Trusts such that he beneficially owns all of the shares held by the Trusts.

The share sale prompting this amendment to Schedule 13D was a recent public secondary offering of shares of Meridian Common Stock in which Mr. Motto participated as a selling shareholder. Prior to such offering, on September 14, 2005, the Vivo FLP transferred 1,800,000 shares of Common Stock to the Irrevocable Trust without consideration.

On September 21, 2005, Mr. Motto sold 1,500,000 shares of Common Stock held by the Irrevocable Trust in a public secondary offering (the “Offering”) conducted pursuant to an Underwriting Agreement dated September 16, 2005, a copy of which is attached to Meridian’s Form 8-K filed on September 16, 2005. Pursuant to the Offering, Meridian sold 1,800,000 shares and Mr. Motto sold 1,500,000 shares at a price to the public of $17.50 per share. All shares sold in the Offering were registered under Registration Statement No. 333-109139. Mr. Motto intends to sell additional shares of Meridian Common Stock whether directly owned or owned by the Trusts, following the expiration of the 120-day lock-up period to which Mr. Motto is subject as a result of a Lock-Up Agreement discussed in Item 6 below.

Item 5. Interest in Securities of the Issuer.

(a)

Mr. Motto, either directly or through the Trusts, owns 3,442,906 shares of Common Stock, holds options for 71,000 shares of Common Stock, which are exercisable subject to the terms of each option grant, and holds 5% Convertible Subordinated Debentures convertible into 5,172 shares of Common Stock. As Manager of Motto Mgt., the general partner of the Vivo FLP, Mr. Motto indirectly owns 2,368,156 shares of Common Stock.

Page 5 of 7 Pages

Mr. Motto beneficially owns, in the aggregate, 13.2% of Meridian’s shares of Common Stock, Motto Mgt. beneficially owns, in the aggregate, 9.1% of Meridian’s shares of Common Stock, as the general partner of the Vivo FLP, and the Vivo FLP beneficially owns 9.1% of Meridian’s shares of Common Stock. See also pages 2, 3 and 4, nos. 11 and 13.

(b) See pages 2, 3 and 4, nos. 7, 8, 9 and 10.

William J. Motto:

Mr. Motto or his Trusts sold in public market transactions the following amounts of shares of Common Stock, at the prices provided, on the corresponding dates: (i) July 22, 2005: 28,500 shares at $21.40; (ii) July 26, 2005: 37,500 shares at $24.70; (iii) July 27, 2005: 37,500 shares at $24.70; (iv) July 28, 2005: 75,000 shares at $24.71; (v) August 1, 2005: 7,500 shares at $25.00; (vi) August 2, 2005: 18,750 shares at $25.00; (vii) August 3, 2005: 63,750 shares at $25.00; (viii) August 10, 2005: 7,500 shares at $25.00; (ix) August 17, 2005: 83,212 shares at $25.52; (x) August 19, 2005: 26,250 shares at $25.45; (xi) August 24, 2005: 3,000 shares at $25.50; (xii) August 25, 2005: 8,250 shares at $25.50; and (xiii) August 26, 2005: 5,250 shares at $25.50.

On September 21, 2005, Mr. Motto sold 1,500,000 shares of Common Stock from the Irrevocable Trust, at a price to the public of $17.50 per share, in a public secondary offering pursuant to an Underwriting Agreement dated September 16, 2005, a copy of which is attached as Exhibit No. 1 to a Form 8-K filed by Meridian on September 16, 2005.

Motto Management, LLC and Motto Vivo Family Limited Partnership:

On September 14, 2005, the Vivo FLP transferred 1,800,000 shares of Common Stock to the Irrevocable Trust without consideration.

(d) A number of individuals and entities, including Mr. Motto, have an economic interest in and the right to receive dividends from, or the proceeds from the sale of, shares of Meridian Common Stock as beneficiaries of the Trusts or otherwise.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In connection with the Offering, Mr. Motto, individually, entered into a Lock-Up Agreement under which he has agreed, among other things, not to dispose of any shares of Meridian Common Stock and not to make any demand for registration or to exercise any other rights with respect to the registration of shares of Meridian Common Stock for a period of 120 days after the date of the prospectus supplement filed in connection with the Offering, September 16, 2005, without the prior written consent of the underwriter of the Offering, Robert W. Baird & Co. Incorporated.

Item 7. Material to be Filed as Exhibits.

Exhibit 1

Lock-Up Agreement of William J. Motto dated September 9, 2005

Exhibit 2

Power of Attorney of William J. Motto dated October 4, 2005.

Page 6 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 4, 2005

/s/ Melissa Lueke as Attorney-in-Fact
for William J. Motto
——————————————————
William J. Motto

/s/ Melissa Lueke as Attorney-in-Fact
for William J. Motto
——————————————————
Motto Management, LLC,
William J. Motto, Manager

/s/ Melissa Lueke as Attorney-in-Fact
for William J. Motto
——————————————————
Motto Vivo Family Limited Partnership,
William J. Motto, Manager of general
partner Motto Management, LLC

Page 7 of 7 Pages

EX-1 2 motto13daex102105.htm LOCK-UP AGREEMENT Lock-Up Agreement

September 9, 2005

Meridian Bioscience, Inc.
3471 River Hills Drive
Cincinnati, Ohio 45244

Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
28^th Floor
Milwaukee, WI 53202-5391

Dear Sirs:

As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for the Common Stock (the “Securities”) of Meridian Bioscience, Inc., and any successor (by merger or otherwise) thereto (the “Company”), the undersigned hereby agrees that from the date hereof and until 120 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Robert W. Baird & Co. Incorporated. In addition, the undersigned agrees that, without the prior written consent of Robert W Baird & Co., Incorporated, the undersigned will not, during the period commencing on the date hereof and ending 120 days after the Public Offering Date, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market will be not subject to this Agreement. A transfer of Securities to a family member or trust may be made, provided the transferee agrees to be bound in writing by the terms of this Agreement.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of securities if such transfer would constitute a violation or breach of this Agreement.

This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before September 30, 2005.

Very truly yours,

/s/William J. Motto
Name: William J. Motto

EX-2 3 mottopoa.htm POWER OF ATTORNEY Power of Attorney

POWER OF ATTORNEY

Know by all these presents, that the undersigned, William J. Motto, as Manager of Motto Management, LLC (“MM”), hereby makes, constitutes and appoints each of Jack Kraeutler, Melissa Lueke, Bryan Baldasare, Gary P. Kreider, Mark A. Weiss, F. Mark Reuter, Michael J. Moeddel and Joseph C. Alter, the attorneys-in-fact (the “Attorneys-In-Fact”) of the undersigned, both in his capacity solely as Manager of MM and also as Manager of MM as General Partner of the Motto Vivo Family Limited Partnership, with full power and authority, including without limitation the power of substitution and resubstitution, acting together or separately, in the name of and for and on behalf of the undersigned:

(a) For the purpose of complying with the requirements of the Securities Act of 1933, as amended, and the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder (collectively, the “Securities Act”), and the Securities Exchange Act of 1934, as amended, and the rules of the Commission promulgated thereunder (collectively, the “Exchange Act”), to prepare or cause to be prepared, execute, sign and file with the Commission and all applicable securities exchanges on behalf of the undersigned all statements, reports and other filings (including without limitation any amendments thereto) required to be filed by the undersigned under the Securities Act or the Exchange Act, including without limitation all Schedules 13D, Schedules 13E-3, and Schedules 14D-1 with respect to the securities of Meridian Bioscience, Inc. (the “Company”); and

(b) To make, execute, acknowledge, and deliver such other documents, letters, and other writings, including communications to the Commission, and in general to do all things and to take all actions, which the Attorneys-In-Fact in his or her sole discretion may consider necessary or proper in connection with or to carry out the objective of complying with the Securities Act and the Exchange Act, as fully as could the undersigned if personally present and acting. The Attorneys-In-Fact are hereby empowered to determine in his/her sole discretion the time or time when, purpose for and manner in which any power therein conferred upon him or her shall be exercised, and the conditions, provisions, or other contents or any report, instrument or other document which may be executed by him or her pursuant hereto.

The undersigned hereby ratifies all that the Attorneys-In-Fact or his or her substitute or substitutes shall do under the authority of this Power of Attorney.

The Attorneys-In-Fact shall have full power to make and substitute any other Attorneys-In-Fact in his or her place and stead. The term “Attorneys-In-Fact” shall include the respective substitutes of any Attorneys-In-Fact.

The undersigned acknowledges that the foregoing Attorneys-In-Fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with the Securities Act or the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings with the Securities and Exchange Commission with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-In-Fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4^th day of October, 2005.

/s/ William J. Motto
           Signature

William J. Motto, both in his capacity
solely as Manager of Motto Management,
LLC, and as General Partner of the Motto
Vivo Family Limited Partnership
           Print Name

-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

Amendment No. 1 to SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)