-----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, U0qea/VIkiLtO0avCrHTYk1idGsXoankzKhk5+O2ULze3lo+KgR0aDl8BJwPH1e5 T5sdv7+iXVp1k+AhiLojtw== 0000903100-04-000021.txt : 20040120 0000903100-04-000021.hdr.sgml : 20040119 20040120095019 ACCESSION NUMBER: 0000903100-04-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC DIAGNOSTICS INC/DE/ CENTRAL INDEX KEY: 0000911649 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 561581761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47761 FILM NUMBER: 04531225 BUSINESS ADDRESS: STREET 1: 111 PENCADER DR CITY: NEWARK STATE: DE ZIP: 19702 BUSINESS PHONE: 3024566789 MAIL ADDRESS: STREET 1: 111 PENCADER DR CITY: NEWARK STATE: DE ZIP: 19702 FORMER COMPANY: FORMER CONFORMED NAME: ENSYS ENVIRONMENTAL PRODUCTS INC /DE/ DATE OF NAME CHANGE: 19930907 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIRKMEYER RICHARD C CENTRAL INDEX KEY: 0001030332 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 661 CITY: LANDENBERG STATE: PA ZIP: 19350 BUSINESS PHONE: 6102741376 MAIL ADDRESS: STREET 1: 111 PENCADER DR CITY: NEWARK STATE: DE ZIP: 19713 SC 13D/A 1 sch13d-a_090903.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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. 2 )* --- Strategic Diagnostics, Inc. --------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 862700101 --------- (CUSIP Number) Richard C. Birkmeyer, P.O. Box 661, Landenberg, Pennsylvania 19350 (610) 274-1376 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 2003 ----------------- (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 4 Pages - -------------------------------- ---------------------------- CUSIP No. 862700101 13D Page 2 of 4 Pages ---------- -- -- - -------------------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Richard C. Birkmeyer -------------------- - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2 (e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ----- - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 95,000 (See Item 5) -------- SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER N/A OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 95,000 (See Item 5) -------- REPORTING ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,000 (See Item 5) ------ - -------------------------------------------------------------------------------- 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 0.5% ---- - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- This Amendment No. 2 to Schedule 13D relating to shares of common stock, par value $0.01 per share (the "Common Stock"), of Strategic Diagnostics Inc., a Delaware corporation (the "Issuer"), is being filed to report the fact that Richard C. Birkmeyer has sold shares of Common Stock. Reference is made to the Schedule 13D and Amendment No. 1 to Schedule 13D filed by Mr. Birkmeyer with the Securities and Exchange Commission on January 9, 1997 and July 10, 2003, respectively. Items not included in this Amendment No. 2 are either not amended or are not applicable. ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 111 Pencader Drive, Newark, Delaware 19702. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Mr. Birkmeyer has options to purchase 95,000 shares of Common Stock. Mr. Birkmeyer's options to purchase 95,000 shares of Common Stock represent 0.5% of the issued and outstanding shares of Common Stock (based on the number of shares outstanding as of September 30, 2003, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003). (b) Mr. Birkmeyer has the sole power to vote and the sole power to dispose of 95,000 shares of Common Stock beneficially held solely by him. (c) Mr. Birkmeyer sold the following number of shares of Common Stock on the following dates at the average prices per share set forth in the following table: Date Number of Shares Average Price Per Share ---- ---------------- ----------------------- July 14, 2003 20,000 $4.46 July 15, 2003 8,000 $4.4813 July 18, 2003 15,000 $4.13 July 28, 2003 62,000 $4.3808 September 8, 2003 50,000 $3.988 September 9, 2003 150,000 $4.0 September 15, 2003 210,000 $4.257 September 18, 2003 10,000 $4.2 September 23, 2003 7,500 $4.0 September 29, 2003 220,000 $3.85 October 3, 2003 734,745 $4.1 October 21, 2003 7,500 $5.0 November 13, 2003 92,500 $4.5 All of such sales were effected by C.E. Unterberg, Towbin on behalf of Mr. Birkmeyer through the Nasdaq National Market. Except as set forth in this Section 5(c), there have not been any transactions in the Common Stock effected by or for the account of Mr. Birkmeyer during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) On September 29, 2003, Mr. Birkmeyer ceased to be the beneficial owner of more than five percent of the Issuer's issued and outstanding Common Stock. 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. January 16, 2004 /s/ Richard C. Birkmeyer ---------------------------------------- Richard C. Birkmeyer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----