-----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, CcclfmDO6holqm/44HtasFp+GfYLPGEN+nF8tvdlSDKrgW0rydURWhZN4JpzMwcN ofRO+FjP+QRVXU9V3seiog== 0000896058-96-000011.txt : 19960207 0000896058-96-000011.hdr.sgml : 19960207 ACCESSION NUMBER: 0000896058-96-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960206 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONMED CORP CENTRAL INDEX KEY: 0000816956 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 160977505 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39820 FILM NUMBER: 96511630 BUSINESS ADDRESS: STREET 1: 310 BROAD ST CITY: UTICA STATE: NY ZIP: 13501 BUSINESS PHONE: 3157978375 MAIL ADDRESS: STREET 2: 310 BROAD STREET CITY: UTICA STATE: NY ZIP: 13501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 SC 13D 1 13D FOR CONMED/B-MS Page 1 of 15 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CONMED Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 20741010 (CUSIP Number) Zimmer, Inc. 727 North Detroit Street Warsaw, Indiana 46850-0708 (219) 267-6131 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 1992 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following box: o Check the following box if a fee is being paid with this Statement: |X| 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. Page 2 of 15 SCHEDULE 13D - ----------------------------------------------- CUSIP No. 20741010 - ----------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ZIMMER, INC. I.R.S. Employer Identification Number 13-2695416 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 698,698 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER PERSON 698,698 WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 698,698 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11) 5.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- CUSIP No. 20741010 Page 3 of 15 Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the common stock, par value $0.01 per share (the "Common Stock"), of CONMED Corporation, a New York corporation (the "Issuer"), which has its principal executive offices at 310 Broad Street, Utica, New York 13051. Item 2. Identity and Background. This Statement is being filed by Zimmer, Inc., a Delaware corporation (the "Company"), and a wholly-owned subsidiary of Bristol-Myers Squibb Company, a Delaware corporation ("Bristol-Myers Squibb"). The Company conducts its principal business and maintains its principal office at 727 North Detroit Street, Warsaw, Indiana 46850-0708. The Company designs, develops, manufactures and sells surgical instruments and accessories, orthopaedic implants, hospital oriented medical devices and disposable patient care supplies. The name, business address, present principal occupation or employment and citizenship of each executive officer and director of each of the Company and Bristol-Myers Squibb are set forth on Schedule A hereto which is incorporated herein by reference. During the past five years, neither the Company, Bristol-Myers Squibb nor, to the best knowledge of the Company, any of their respective executive officers or directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to 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 violation with respect to such laws. CUSIP No. 20741010 Page 4 of 15 Items 3. Source and Amount of Funds or Other Consideration. The Company beneficially owns 698,698 shares of Common Stock pursuant to a Warrant to Purchase Common Stock, dated as of August 31, 1989 (the "Warrant"), issued by the Issuer to the Company as a portion of the purchase price paid by the Issuer to the Company in connection with the Issuer's acquisition of Aspen Laboratories, Inc., then a wholly-owned subsidiary of the Company, in August 1989. The Warrant is exercisable by the Company at any time or times on or after September 1, 1992 but not after August 31, 2000 at a current purchase price of $4.2937 per share in cash. The number of shares of Common Stock covered by the Warrant and the purchase price per share of Common Stock are each subject to adjustment from time to time pursuant to and in accordance with the terms of the Warrant. Item 4. Purpose of Transaction. On August 24, 1989, the Company and the Issuer entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which the Issuer purchased from the Company all of the issued and outstanding shares of capital stock of Aspen Laboratories, Inc. Pursuant to the terms of the Stock Purchase Agreement, the purchase price paid by the Issuer to the Company consisted of both cash consideration and the Warrant. The Warrant is currently exercisable in whole or in part for 698,698 shares of Common Stock at a price of $4.2937 per share. Certain registration rights are afforded the Company under the terms of the Warrant. The number of shares of Common Stock and the exercise price per share are subject to adjustment for stock splits, dividends, distributions and CUSIP No. 20741010 Page 5 of 15 combinations. A further adjustment of the exercise price per share is provided in the Warrant in the event of the granting of rights or options (other than pursuant to the Issuer's 1983 Employee Stock Option Plan) or the issuance or sale by the Issuer of shares of capital stock at a price lower than the market price (as defined) or the exercise price. Except under limited circumstances, any unexercised portion of the Warrant will expire on August 31, 2000. In connection with the issuance of the Warrant, Bristol-Myers Squibb and the Issuer entered into an Agreement, dated as of August 31, 1989 (the "Agreement"), pursuant to which Bristol-Myers Squibb agreed that, once Bristol-Myers Squibb or any of its subsidiaries exercised the Warrant and owned shares of Common Stock (the "Warrant Shares"), Bristol-Myers Squibb would be present, or would cause its subsidiaries which own the Warrant Shares to be present, at all stockholder meetings of the Issuer for the purpose of determining the presence of a quorum at such meetings. Bristol-Myers Squibb also therein agreed that in the event Bristol-Myers Squibb elects not to vote all Warrant Shares on any matter put to a stockholder vote in accordance with the recommendation of the Board of Directors of the Issuer, then Bristol-Myers Squibb shall vote or cause to be voted all Warrant Shares in a manner proportionate to the vote of all other stockholders of the Issuer with respect to any matter put to a stockholder vote. The Agreement terminates upon the earlier of August 31, 2003 and the date on which Bristol-Myers Squibb and its subsidiaries no longer hold or own the Warrant or any Warrant Shares. The Warrant and the Warrant Shares (when issued upon the exercise of the Warrant) were acquired by the Company for investment purposes only. CUSIP No. 20741010 Page 6 of 15 Item 5. Interest in Securities of the Issuer. To the best knowledge of the Company, the Issuer has outstanding 11,095,786 shares of Common Stock. Under the terms of the Warrant, the Company beneficially owns 698,698 shares of Common Stock representing approximately 5.9% of the outstanding shares of Common Stock of the Issuer after giving effect to exercise of the Warrant in full. Except as set forth in this Item 5 and on Schedule B attached hereto which is incorporated herein by reference, neither the Company, Bristol-Myers Squibb, nor, to the best knowledge of the Company, any of their respective executive officers or directors owns any shares of Common Stock. If the Company were to exercise the Warrant in full (i) the Company would have the sole power to vote or to direct the vote of 698,698 shares of Common Stock and (ii) the Company would have the sole power to dispose or direct the disposition of 698,698 shares of Common Stock. Except as set forth on Schedule B attached hereto which is incorporated herein by reference, neither the Company, Bristol-Myers Squibb nor, to the best knowledge of the Company, any of their respective executive officers or directors has effected any transaction in shares of Common Stock during the past sixty (60) days. The Issuer is currently in the process of registering shares of its Common Stock in connection with an underwritten public offering of such Common Stock for cash proceeds payable to the Issuer (the "Offering"). Pursuant to, and in accordance with the terms of, the Warrant, the Company has exercised its registration rights with respect to all of the shares covered by the Warrant, and intends to sell all such shares as part of the Offering. CUSIP No. 20741010 Page 7 of 15 Upon completion of the Offering, the Company shall cease to be a beneficial owner of securities of the Issuer. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. Except for the Warrant, each of the Company, Bristol-Myers Squibb and, to the best knowledge of the Company, their respective executive officers and directors is not a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 1. Stock Purchase Agreement, dated as of August 24, 1989, between Zimmer, Inc. and CONMED Corporation for all of the outstanding Common Stock of Aspen Laboratories, Inc. (Incorporated by reference to Exhibit 10.2 to CONMED Corporation's Registration Statement on Form S-2 (File No. 33-40455).) Exhibit 2. Warrant to Purchase Common Stock, dated August 31, 1989, issued by CONMED Corporation to Zimmer, Inc. covering shares of Common Stock of CONMED Corporation. (Incorporated by reference to Exhibit 4.6 to CONMED Corporation's Registration Statement on Form S-2 (File No. 33-40455).) CUSIP No. 20741010 Page 8 of 15 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. Dated: February 6, 1996 ZIMMER, INC. By:/s/ Timothy M. Wendt --------------------- Timothy M. Wendt Senior Vice President CUSIP No. 20741010 Page 9 of 15 SCHEDULE A The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of the Company and Bristol-Myers Squibb. Each of the directors and executive officers of the Company and Bristol-Myers Squibb is a citizen of the United States, except for Joachim H. von Roy who is a citizen of Germany. Each of the Company's executive officer's business address is 727 North Detroit Street, Warsaw, Indiana 46580, and each of Bristol-Myers Squibb's executive officer's business address is 345 Park Avenue, New York, New York 10154, in either case unless otherwise indicated. Name and Business Address Present Principal Occupation Directors of Zimmer, Inc. Terence N. Furness President Michael F. Mee Vice President, Zimmer; Chief Financial Officer and Senior Vice President, Bristol-Myers Squibb Company David L. Zabor Senior Vice President and Assistant Treasurer Officers of Zimmer, Inc. Terence N. Furness President Roy D. Crowninshield Senior Vice President David L. Zabor Senior Vice President and Assistant Treasurer Michael F. Mee Vice President Stephen Chesnoff Vice President and Assistant Secretary Jack D. Shinneman Vice President Mark D. Speaker Vice President and Assistant Secretary Timothy M. Wendt Vice President and Assistant Secretary CUSIP No. 20741010 Page 10 of 15 Alice C. Brennan Secretary Harrison M. Bains, Jr. Treasurer Dominic Mezzapelle Assistant Secretary Directors of Bristol-Myers Squibb Company Charles A. Heimbold, Jr. Chairman of the Board, President and Chief Bristol-Myers Squibb Company Executive Officer 345 Park Avenue New York, New York 10154 Robert E. Allen Chairman and Chief Executive Officer of AT&T Corp. AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Michael E. Autera Executive Vice President Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Ellen V. Futter President of The American Museum of The American Museum of Natural Natural History History Central Park West at 79th Street New York, NY 10024 Louis V. Gerstner, Jr. Chairman of the Board and Chief Executive IBM Corporation Officer of IBM Corporation Old Orchard Road Armonk, NY 10504 John D. Macomber President of JDM Investment Group JDM Investment Group 2806 N. Street, N.W. Washington, DC 20007 James D. Robinson III President of J.D. Robinson Inc. J.D. Robinson Inc. 126 East 56th Street New York, NY 10022 CUSIP No. 20741010 Page 11 of 15 Andrew C. Sigler Chairman and Chief Executive Officer of Champion International Corporation Champion International Corporation One Champion Plaza Stamford, CT 06921 Louis W. Sullivan, M.D. President of Morehouse School of Medicine Morehouse School of Medicine 720 Westview Drive, S.W. Atlanta, GA 30310-1495 Kenneth E. Weg Executive Vice President and President, Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical Group 345 Park Avenue New York, NY 10154 Officers of Bristol-Myers Squibb Company Charles A. Heimbold, Jr. Chairman of the Board, Director, President and Chief Executive Officer Michael E. Autera Executive Vice President and Director Harrison M. Bains, Jr. Treasurer and Vice President, Corporate Staff Samuel L. Barker, Ph.D. President, Bristol-Myers Squibb U.S. Pharmaceuticals Stephen E. Bear President, Worldwide Consumer Medicines Andrew G. Bodnar, M.D. Vice President, Medical and Legal Affairs, Corporate Staff Alice C. Brennan Corporate Secretary and Vice President, Corporate Staff Jack M. Cooper Vice President, Information Management, Corporate Staff Peter R. Dolan President, Mead Johnson Nutritional Group Richard A. Druckman Vice President, Strategic Planning, Corporate Staff Terence N. Furness President, Zimmer, Inc. John D. Glover Vice President, Corporate Security, Corporate Staff CUSIP No. 20741010 Page 12 of 15 Samuel A. Hamad President, Bristol-Myers Squibb Pharmaceuticals - Intercontinental Donald J. Hayden, Jr. Senior Vice President, Worldwide Franchise Management and Business Development Thomas M. Hellman, Ph.D. Vice President, Environmental Affairs, Occupational Health and Safety, Corporate Staff E. Lynn Johnson Senior Vice President, Corporate Staff George P. Kooluris Senior Vice President, Corporate Development, Corporate Staff Margaret E. Maruschak Vice President, Issues Management, Corporate Staff John L. McGoldrick General Counsel and Senior Vice President, Corporate Staff Michael F. Mee Chief Financial Officer and Senior Vice President, Corporate Staff Leon E. Rosenberg, M.D. President, Bristol-Myers Squibb Pharmaceutical Research Institute Stephen I. Sadove President, Worldwide Clairol Frederick S. Schiff Controller and Vice President, Corporate Staff Eileen S. Silvers Vice President, Taxes, Corporate Staff John L. Skule Vice President, Public Affairs, Corporate Staff Joseph G. Solari, Jr. President, ConvaTec and President, Bristol- Myers Squibb Medical Products Group Charles G. Tharp, Ph.D. Senior Vice President, Human Resources, Corporate Staff Richard L. Thompson Vice President, Government Affairs, Corporate Staff Joachim H. von Roy President, Bristol-Myers Squibb Pharmaceuticals - Europe CUSIP No. 20741010 Page 13 of 15 Kenneth E. Weg Executive Vice President and Director, President, Bristol-Myers Squibb Pharmaceutical Group CUSIP No. 20741010 Page 14 of 15 SCHEDULE B Shares of Common Stock Owned None. Transactions in Shares of Common Stock during the Last 60 Days None. CUSIP No. 20741010 Page 15 of 15 EXHIBIT INDEX Exhibit Number Document 1 Stock Purchase Agreement, dated as of August 24, 1989, between Zimmer, Inc. and CONMED Corporation for all of the outstanding Common Stock of Aspen Laboratories, Inc. (Incorporated by reference to Exhibit 10.2 to CONMED Corporation's Registration Statement on Form S-2 (File No. 33-40455).) 2 Warrant to Purchase Common Stock, dated August 31, 1989, issued by CONMED Corporation to Zimmer, Inc. covering shares of Common Stock of CONMED Corporation. (Incorporated by reference to Exhibit 4.6 to CONMED Corporation's Registration Statement on Form S-2 (File No. 33-40455).) -----END PRIVACY-ENHANCED MESSAGE-----