-----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, StZacChh7FZDS/ueU2/UJ9GxY4XBZ1L67jg90gEs2tUQt/4fFK2vBbu/lJcynX0U b59ibOnFMYLeNFsNY5elsA== /in/edgar/work/20000801/0000912057-00-034079/0000912057-00-034079.txt : 20000921 0000912057-00-034079.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-034079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000801 GROUP MEMBERS: QUEST DIAGNOSTICS INC GROUP MEMBERS: QUEST DIAGNOSTICS VENTURES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDPLUS CORP CENTRAL INDEX KEY: 0000812805 STANDARD INDUSTRIAL CLASSIFICATION: [6153 ] IRS NUMBER: 951082020 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38930 FILM NUMBER: 683498 BUSINESS ADDRESS: STREET 1: 8 S NEVADA AVE STREET 2: STE 204 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 BUSINESS PHONE: 7195750044 MAIL ADDRESS: STREET 1: 8 S NEVADA AVENUE STREET 2: SUITE 500 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 FORMER COMPANY: FORMER CONFORMED NAME: VISION TECHNOLOGIES INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUEST DIAGNOSTICS INC CENTRAL INDEX KEY: 0001022079 STANDARD INDUSTRIAL CLASSIFICATION: [8071 ] IRS NUMBER: 161387862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07608 BUSINESS PHONE: 2013935000 MAIL ADDRESS: STREET 1: ONE MALCOLM AVE CITY: TETERBORO STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: CORNING CLINICAL LABORATORIES INC DATE OF NAME CHANGE: 19960903 SC 13D/A 1 sc13da.txt SC 13D/A - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D - Amendment No. 1 Under the Securities Exchange Act of 1934 MedPlus, Inc. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 585 04P 103 (CUSIP Number) Leo C. Farrenkopf, Jr. Quest Diagnostics Incorporated One Malcolm Avenue Teterboro, NJ 07608 (201) 393-5143) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 25, 2000 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d- 1(f) or 240.13d-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 Section 240.13d-7(b) for other parties to who 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 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 ("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. - 585 04P 103 1) Names of Reporting Persons IRS Identification Nos. of Above Persons (entities only) Quest Diagnostics Ventures LLC - (FEIN No. 22-3695707) 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] 3) SEC Use Only 4) Source of Funds (See Instructions) WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware, USA (as to each Reporting Person--(entities only)) Number of (7) Sole Voting Power Shares 0 Beneficially Owned by (8) Shared Voting Power Each Reporting 1,918,465 Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 4,802,978 shares (consists of 1,918,465 shares owned at time of this filing, and 2,884,513 shares that Quest Diagnostics Ventures has the right to acquire) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,802,978 shares 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 44% Type of Reporting Person (See Instructions) 14) OO Quest Diagnostics Ventures LLC is a Delaware limited liability company 1) Names of Reporting Persons IRS Identification Nos. of Above Persons (entities only) Quest Diagnostics Incorporated - (FEIN No. 16-1387862) 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] 3) SEC Use Only 4) Source of Funds (See Instructions) WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization Delaware, USA (as to each Reporting Person--(entities only)) Number of (7) Sole Voting Power Shares 0 Beneficially Owned by (8) Shared Voting Power Each Reporting 1,918,465 Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 4,802,978 shares (consists of 1,918,465 shares owned at time of this filing, and 2,884,513 shares that Quest Diagnostics Ventures has the right to acquire) 11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,802,978 shares 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13) Percent of Class Represented by Amount in Row (11) 14) HC SCHEDULE 13D - AMENDMENT NO. 1 The undersigned hereby amend their Schedule 13D dated June 30, 2000 (the "Statement"), relating to the common stock, no par value ("Share") of MedPlus, Inc., an Ohio corporation ("MedPlus"), as set forth below. Notwithstanding such amendment, each prior text of the Statement speaks as of the respective date thereof. Schedule I to this Schedule 13D is amended and restated in its entirety as set forth in Schedule I hereto. The first sentence of Item 3 of the Statement entitled "Source and Amount of Funds or Other Consideration" as to each Reporting Person is hereby amended and restated in its entirety as follows: "The aggregate purchase of the 383,693 shares and 1,534,772 shares of Common Stock purchased by QDV on June 19, 2000 and on July 25, 2000, respectively, is $10 million." Item 4 of the Statement entitled "Purpose of Transaction" is hereby amended by the addition of the following sentence immediately at the end of the fifth paragraph thereof: "On July 25, 2000, the stockholders of MedPlus approved both matters and QDV purchased 1,534,772 shares of Common Stock for $5.2125 per share." The first paragraph of Item 5 of the Statement entitled "Interest in Securities" is hereby amended and restated in its entirety as follows: "As a result of the transaction described in Item 4, QDV beneficially owns 4,802,978 shares of Common Stock, of which it has purchased 1,918,465 shares and has the right to purchase an additional 2,884,513 shares on exercise of the Warrant. This ownership interest represents approximately 44% of the aggregate of (a) 6,225,275 outstanding shares of Common Stock outstanding as of June 15, 2000, as reported in MedPlus' quarterly report on Form 10-QSB for the quarter ended April 30, 2000, and (b) 4,802,978 shares of Common Stock beneficially owned by QDV. This percentage assumes the purchase by QDV of the entire 2,884,513 shares of Common Stock pursuant to the Warrant and does not give effect to the conversion of MedPlus' convertible preferred stock, which is convertible on a share-for-share basis, or the exercise of other outstanding warrants and options to acquire Common Stock, or approximately 30% of the outstanding Common Stock after giving effect to the conversion of MedPlus' convertible preferred stock and the exercise of all outstanding warrants and options to acquire Common Stock." Signature After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: July 31, 2000 QUEST DIAGNOSTICS VENTURES LLC By:______________________________ Name: Kenneth W. Freeman Title: Chief Executive Officer QUEST DIAGNOSTICS INCORPORATED By:_______________________________ Name: Kenneth W. Freeman Title: Chairman and Chief Executive Officer SCHEDULE I A. Officers and Managers of Quest Diagnostics Ventures LLC (organized as a limited liability company in the State of Delaware):
Principal Occupation or Names Business Address Employment - ----- ---------------- ---------- Kenneth W. Freeman One Malcolm Avenue Chief Executive Officer Teterboro, NJ 07608 Dr. Vijay Aggarwal One Malcolm Avenue President Teterboro, NJ 07608 Robert A. Hagemann One Malcolm Avenue Manager; Vice President Teterboro, NJ 07608 and Treasurer Kenneth R. Finnegan One Malcolm Avenue Vice President Teterboro, NJ 07608 Dr. Surya N. Mohapatra One Malcolm Avenue Manager Teterboro, NJ 07608 Stephen A. Calamari One Malcolm Avenue Assistant Treasurer Teterboro, NJ 07608 Leo C. Farrenkopf, Jr. One Malcolm Avenue Secretary Teterboro, NJ 07608 Jeanne C. Serocke One Malcolm Avenue Assistant Secretary Teterboro, NJ 07608
B. Directors and Executive Officers of Quest Diagnostics Incorporated (incorporated in the State of Delaware):
Principal Occupation or Names Business Address Employment - ----- ---------------- ---------- Kenneth W. Freeman One Malcolm Avenue Chairman of the Board and Teterboro, NJ 07608 Chief Executive Officer Dr. Surya N. Mohapatra One Malcolm Avenue President and Chief Teterboro, NJ 07608 Operating Officer Dr. Vijay Aggarwal One Malcolm Avenue President, Teterboro, NJ 07608 Quest Diagnostics Ventures James D. Chambers One Malcolm Avenue President, Business Services Teterboro, NJ 07608 Richard L. Bevan One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Human Resources Strategy and Development Kenneth R. Finnegan One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Business Development Julie A. Clarkson One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Communications and Public Affairs Robert A. Hagemann One Malcolm Avenue Corporate Vice President and Teterboro, NJ 07608 Chief Financial Officer & Treasurer Gerald C. Marrone One Malcolm Avenue Corporate Vice President and Teterboro, NJ 07608 Chief Information Officer Michael E. Prevoznik One Malcolm Avenue Corporate Vice President - Teterboro, NJ 07608 Legal and Compliance & General Counsel Kenneth D. Brody Winslow Partners Director 1300 Connecticut Ave N.W. 8th Floor Washington, DC 20036 William F. Buehler Vice Chairman Director Xerox Corporation 800 Long Ridge Road PO Box 1600 Stamford, CT 06904 Van C. Campbell Retired c/o Corning Incorporated Director One Riverfront Plaza Corning, NY 14831 Mary A. Cirillo 280 Park Avenue Director West Building - 5th Floor New York, NY 10017 William R. Grant Chairman Director Galen Associates 610 Fifth Avenue New York, NY 10020 Dan C. Stanzione President Emeritus of Bell Laboratories Director Lucent Technologies Incorporated 600 Mountain Avenue Murray Hill, NJ 07974 Gail R. Wilensky Senior Fellow Director Project HOPE Suite 600 7500 Old Georgetown Road Bethesda, MD 20814-6133 John B. Ziegler President Director Worldwide Consumer Healthcare SmithKline Beecham 200 North 16th Street One Franklin Plaza Philadelphia, PA 19102
Citizenship: All are U.S. citizens. -----END PRIVACY-ENHANCED MESSAGE-----