-----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, UgjD0q15csr/m7IM2xmWlkdtZTGVcE3mWbH1vdgDB5w+XdGmWyAd0QmoknYoEm51 +IjO3eCXsiLE7zB3An+gXA== 0000897204-97-000052.txt : 19970310 0000897204-97-000052.hdr.sgml : 19970310 ACCESSION NUMBER: 0000897204-97-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970307 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOSITE DIAGNOSTICS INC CENTRAL INDEX KEY: 0000834306 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 330288606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50351 FILM NUMBER: 97552473 BUSINESS ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194554808 MAIL ADDRESS: STREET 1: 11030 ROSELLE ST CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK KGAA /FI CENTRAL INDEX KEY: 0001004059 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 64271 DARMSTADT CITY: GERMANY HRB 6164 STATE: I8 FORMER COMPANY: FORMER CONFORMED NAME: MERCK KGAA /FI DATE OF NAME CHANGE: 19970219 SC 13D/A 1 SCHEDULE 13D/A FOR MERCK KGAA SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________________ SCHEDULE 13D (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)<1> BIOSITE DIAGNOSTICS INCORPORATED - -------------------------------------------------------------------------------- (Name of issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ---------------------------------------------------------------------- (Title of class of securities) 09094510 ---------------------------------------------------------------------- (CUSIP number) KLAUS H. JANDER, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8001 ---------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) FEBRUARY 10, 1997 ---------------------------------------------------------------------- (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(b)(3) or (4), check the following box . NOTE. Six copies of this statement, including all exhibits, should be filed with the Commission. SEE Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) __________________________ <1> 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 SCHEDULE 13D PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merck KGaA (Reporting person is a foreign corporation and does not have S.S. or I.R.S. identification number) 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 ITEMS 2(C) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany 7 SOLE VOTING POWER 1,187,667 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,187,667 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,187,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) APPROXIMATELY 9.3% 14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. PAGE ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- Immediately prior to the IPO, Merck KGaA was the beneficial owner of 1,041,667 shares of Common Stock, representing approximately 10.5% of the then issued and outstanding shares of Common Stock. Merck KGaA obtained these shares of Common Stock as the result of the automatic conversion of its Series E Preferred Stock into Common Stock in the IPO, pursuant to the Stock Purchase Agreement, dated as of November 25, 1992, between the Issuer and Merck KGaA. Other than the conversion of its Series E Preferred Stock into Common Stock, Merck KGaA did not pay any other consideration to acquire such 1,041,661 shares of Common Stock. In the course of the IPO, Merck KGaA acquired an additional 146,000 shares of Common Stock at a price of $12.00 per share directly from the Issuer in order to maintain an approximate 10% ownership position in the Issuer. The source of funds for this purpose was internal working capital. As of the closing of the IPO and as of the date hereof, Merck KGaA was the beneficial owner of 1,187,667 shares of Common Stock, representing approximately 9.3% of the issued and outstanding shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION ---------------------- Immediately prior to the IPO, Merck KGaA held 1,041,667 shares of Common Stock, and in the course of the IPO, Merck KGaA acquired an additional 146,000 shares of Common Stock, representing an aggregate of approximately 9.3% ownership of the Common Stock. It is the present intention of Merck KGaA to acquire additional shares of Common Stock, if necessary, perhaps on the open market, in order to maintain an ownership position of approximately 10%. There can be no assurances, however, that Merck KGaA will acquire such additional shares of Common Stock. Merck KGaA intends to hold such shares of Common Stock for investment and has no plans or proposals relating to the acquisition of additional securities of the Issuer or with respect to material changes in the Issuer's business or corporate structure, including those matters enumerated in paragraphs (a) through (j) of Item 4 to Schedule 13D. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ As of the date of this filing, Merck KGaA owns 1,187,667 shares of Common Stock, representing approximately 9.3% of the total issued and outstanding shares of Common Stock. PAGE 3 OF 5 PAGES PAGE Merck KGaA has the sole power to vote or direct the vote and disposition of such Common Stock. Other than the purchases described in Item 4 above, no transactions in the Common Stock have been effected by Merck KGaA directly or indirectly during the past 60 days. No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. PAGE 4 OF 5 PAGES PAGE 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. Date: March 7, 1997 MERCK KGaA By: \s\ Klaus-Peter Brandis --------------------------- Name: Klaus-Peter Brandis Title: Director By: \s\ Dr. Christian Flaemig --------------------------- Name: Dr. Christian Flaemig Title: Director -----END PRIVACY-ENHANCED MESSAGE-----