-----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, GfrgAG/QvnKDoJMiJ2nbBsLPQJQx29a6HhtPXaIYZULMqnu6scG8Mc0Psgc+NY6m rvEWkGkUKVCG9acjlEegVg== 0000902561-98-000290.txt : 19980903 0000902561-98-000290.hdr.sgml : 19980903 ACCESSION NUMBER: 0000902561-98-000290 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980902 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: I STAT CORPORATION /DE/ CENTRAL INDEX KEY: 0000882365 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 222542664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42273 FILM NUMBER: 98703038 BUSINESS ADDRESS: STREET 1: 303A COLLEGE RD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6092439300 MAIL ADDRESS: STREET 1: 303 COLLEGE ROAD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABBOTT LABORATORIES CENTRAL INDEX KEY: 0000001800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 360698440 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 ABBOTT PARK ROAD STREET 2: D-322 AP6D CITY: ABBOTT PARK STATE: IL ZIP: 60064-3500 BUSINESS PHONE: (708)-937-6100 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- 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) (Amendment No. 1) i-STAT Corporation - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.15 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 450312103 - ------------------------------------------------------------------------------ (CUSIP Number) Jose M. de Lasa Senior Vice President, Secretary and General Counsel Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-3500 (847) 937-6100 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) September 2, 1998 - ------------------------------------------------------------------------------ (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 [ ] (Continued on following pages) (Page 1 of 4 Pages) CUSIP NO.: 450312103 13D 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abbott Laboratories (# 36-0698440) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (_) (b) (_) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) (_) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois 7 SOLE VOTING POWER 2,000,000 shares of Common Stock NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,000,000 shares of Common Stock PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares of Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (_) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5% 14 TYPE OF REPORTING PERSON CO Page 2 of 4 Pages This Amendment No. 1 (this "Amendment") amends the Schedule 13D filed by Abbott Laboratories, an Illinois corporation ("Abbott") on August 13, 1998 (the "Original Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to those terms in the Original Schedule 13D. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price for the purchase by Abbott described herein of 2,000,000 shares of the common stock, par value $0.15 per share, (the "Common Stock") of i-STAT Corporation (the "Issuer") was $22,700,000. The source of such funds was the working capital of Abbott. ITEM 4. PURPOSE OF THE TRANSACTION As previously disclosed, pursuant to the Stock Purchase Agreement dated as of August 3, 1998 between Abbott and the Issuer, Abbott agreed to purchase 2,000,000 shares of Common Stock at a purchase price of $22,700,000. On September 2, 1998, Abbott and the Issuer consummated the transactions contemplated by the Stock Purchase Agreement, including the purchase by Abbott of 2,000,000 shares of Common Stock. Also on September 2, 1998, the Issuer and Abbott entered into the Registration Rights Agreement and the closings were held under the Distribution Agreement and the Research Agreement. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Abbott is the beneficial owner of all 2,000,000 shares of Common Stock. Such Shares represent 11.5% of the total outstanding shares of Common Stock. (b) Abbott has the sole power to vote and to dispose of all 2,000,000 shares of Common Stock. (c) Other than the execution of the Stock Purchase Agreement on August 3, 1998 and the purchase of 2,000,000 shares of Common Stock on September 2, 1998, Abbott has not effected any transactions in the Common Stock in the past 60 days. (d) - (e) Not applicable. Page 3 of 4 Pages 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: September 2, 1998 ABBOTT LABORATORIES By: /s/ Miles D. White --------------------- Name: Miles D. White Title: Executive Vice President Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----