-----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, Ti9wt4Iz+jA8ONuY4Y/v/HJaXvGLtJiLNbt7s0KWx797qiIppsZBiS/fssYc6Y6G 8BGXRCAE0RHXdkuj++voyA== /in/edgar/work/20000630/0001086144-00-000060/0001086144-00-000060.txt : 20000920 0001086144-00-000060.hdr.sgml : 20000920 ACCESSION NUMBER: 0001086144-00-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000630 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC DIAGNOSTICS INC/DE/ CENTRAL INDEX KEY: 0000911649 STANDARD INDUSTRIAL CLASSIFICATION: [2890 ] IRS NUMBER: 561581761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47761 FILM NUMBER: 666659 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: PE CORP CENTRAL INDEX KEY: 0000077551 STANDARD INDUSTRIAL CLASSIFICATION: [3826 ] IRS NUMBER: 061534213 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 761 MAIN AVE CITY: NORWALK STATE: CT ZIP: 06859-0001 BUSINESS PHONE: 2037621000 MAIL ADDRESS: STREET 1: 761 MAIN AVENUE CITY: NORWALK STATE: CT ZIP: 06859-0001 FORMER COMPANY: FORMER CONFORMED NAME: PERKIN ELMER CORP DATE OF NAME CHANGE: 19930601 SC 13D/A 1 0001.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Strategic Diagnostics Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 862700101 (CUSIP Number) William B. Sawch, Esq. PE Corporation (NY) (Formerly The Perkin-Elmer Corporation) 761 Main Avenue Norwalk, CT 06859 (203) 762-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 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 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(b) 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 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). (Continued on following pages) Page 1 of 6 Pages CUSIP No. 862700101 13D/A Page 2 of 6 Pages - ---------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PE Corporation (NY) 06-0490270 (Formerly The Perkin-Elmer Corporation) - ---------------------------------------------------------------------------------------------------------- 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 ITEMS 2(D) OR 2(E) [_] - ---------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ---------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 876,224 SHARES -------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 876,224 WITH -------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 876,224 - ---------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ---------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.294% - ---------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 This Amendment No. 1 to Schedule 13D relating to shares of common stock, par value $0.01 per share (the "Issuer Common Stock"), of Strategic Diagnostics Inc., a Delaware corporation (the "Issuer"), is being filed to report the fact that the Reporting Person has sold shares of Issuer Common Stock. Reference is made to the Schedule 13D filed by the Reporting Person (under its former name The Perkin-Elmer Corporation) with the Securities and Exchange Commission on January 9, 1997. Items not included in this Amendment No. 1 are either not amended or are not applicable. Item 2. Identity and Background. In connection with the recapitalization of the Reporting Person on May 6, 1999, the Reporting Person became a wholly-owned subsidiary of PE Corporation, a Delaware corporation. The principal offices of PE Corporation are located at 761 Main Avenue, Norwalk, Connecticut 06859. On May 25, 2000, the Reporting Person changed its name from The Perkin-Elmer Corporation to PE Corporation (NY). PE Corporation is a supplier of products, services, and information in the life sciences and in genomics. PE Corporation conducts its business activities through its PE Biosystems Group and its Celera Genomics Group. The PE Biosystems Group is principally engaged in the development, marketing, and support of systems consisting of instruments, reagents, and software that are used in basic life sciences research, pharmaceutical research and development, diagnostics, forensics, and food testing. The Celera Genomics Group is principally engaged in the generation, sale, and support of genomic, proteomic, and related biological and medical information and the development and sale of related products and services. PE Corporation conducts these businesses indirectly through the Reporting Person and its other subsidiaries. The name, address, present principal occupation or employment, and citizenship of each director and executive officer of the Reporting Person and PE Corporation are set forth on Schedule I hereto and are incorporated herein by reference. The executive officers of the Reporting Person are the same as the executive officers of PE Corporation. Certain of such executive officers serve as the directors of the Reporting Person and are so identified on Schedule I. During the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of its directors or executive officers or any of the directors or executive officers of PE Corporation: (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. Item 5. Interest in Securities of Issuer. (a) The Reporting Person beneficially owns an aggregate of 876,224 shares of Issuer Common Stock which represents 5.294% of the issued and outstanding shares of Issuer Common Stock (based on the number of shares outstanding as of March 31, 2000, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000). As of the date hereof, none of the Reporting Person, PE Corporation or, to the knowledge of the Reporting Person, any of their directors or executive officers, otherwise beneficially own any shares of Issuer Common Stock. (b) Subject to the following sentence, the Reporting Person has sole voting and sole dispositive power with respect to all shares of Issuer Common Stock which are owned by the Reporting Person. PE Corporation, by virtue of its ownership of all of the issued and outstanding capital stock of the Reporting Person, may also be deemed to have sole voting and sole dispositive power with respect to such shares. (c) The Reporting Person sold the following number of shares of Issuer Common Stock on the following dates at the average prices per share set forth in the following table: Page 3 of 6
- ----------------------------------------------------------------------------- Date No. of Shares Average Price Per Share - ----------------------------------------------------------------------------- June 7, 2000 4,400 $6.2500 - ----------------------------------------------------------------------------- June 8, 2000 1,000 $6.1250 - ----------------------------------------------------------------------------- June 9, 2000 6,000 $6.0625 - ----------------------------------------------------------------------------- June 12, 2000 17,700 $6.1522 - ----------------------------------------------------------------------------- June 13, 2000 3,100 $6.0000 - ----------------------------------------------------------------------------- June 19, 2000 10,000 $5.8750 - ----------------------------------------------------------------------------- June 20, 2000 75,000 $5.8125 - ----------------------------------------------------------------------------- June 21, 2000 50,000 $5.8125 - ----------------------------------------------------------------------------- June 22, 2000 80,000 $6.2278 - ----------------------------------------------------------------------------- June 23, 2000 27,700 $6.2071 - ----------------------------------------------------------------------------- June 26, 2000 33,100 $6.1545 - ----------------------------------------------------------------------------- June 27, 2000 75,000 $5.9800 - ----------------------------------------------------------------------------- June 28, 2000 37,000 $5.6926 - ----------------------------------------------------------------------------- June 29, 2000 11,500 $5.3152 - ----------------------------------------------------------------------------- June 30, 2000 1,000 $5.3750 - -----------------------------------------------------------------------------
All of such sales were effected by UBS Warburg LLC on behalf of the Reporting Person through the NASDAQ National Market. Except as set forth in this Section 5(c), there have not been any transactions in the Issuer Common Stock effected by or for the account of the Reporting Person, PE Corporation or, to the knowledge of the Reporting Person, any of their directors or executive officers, during the past 60 days. (d) Subject to the following sentence, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Issuer Common Stock owned by the Reporting Person. PE Corporation, by virtue of its ownership of all of the issued and outstanding capital stock of the Reporting Person, may also be deemed to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Issuer Common Stock owned by the Reporting Person. (e) Not applicable. Page 4 of 6 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. PE CORPORATION (NY) By: /s/ William B. Sawch --------------------------------------- William B. Sawch Senior Vice President and General Counsel Dated: June 30, 2000 Page 5 of 6 Schedule I All persons named below have a business address at 761 Main Avenue, Norwalk, CT 06859. All persons named below are U.S. citizens except Jean-Luc Belingard, who is a French citizen. Directors of PE Corporation
Name Position ---- -------- Mr. Tony L. White Chairman, President and Chief Executive Officer, PE Corporation Mr. Richard H. Ayers Retired Mr. Jean-Luc Belingard Chief Executive Officer, Pierre Fabre S.A. Dr. Robert H. Hayes Professor, Harvard Business School Dr. Arnold J. Levine President and Chief Executive Officer, Rockefeller University Mr. Theodore E. Martin Retired Dr. Carolyn W. Slayman Professor and Deputy Dean, Yale University School of Medicine Mr. Orin R. Smith Chairman and Chief Executive Officer, Engelhard Corporation Mr. Georges C. St. Laurent, Jr. Principal, St. Laurent Properties Mr. James R. Tobin President and Chief Executive Officer, Boston Scientific Corporation
Executive Officers of PE Corporation
Name Position ---- -------- Mr. Tony L. White* Chairman, President and Chief Executive Officer Dr. Peter Barrett Vice President Dr. Samuel E. Broder Vice President Mr. Ugo D. DeBlasi Assistant Controller Mr. Ronald D. Edelstein Vice President Dr. Elaine J. Heron Vice President Dr. Michael W. Hunkapiller Senior Vice President, and President, PE Biosystems Group Mr. Vikram Jog Corporate Controller Mr. Joseph E. Malandrakis Vice President Dr. Kenneth D. Noonan Senior Vice President William B. Sawch, Esq.* Senior Vice President and General Counsel Mr. Gregory T. Schiffman Assistant Controller Ms. Deborah A. Smeltzer Assistant Controller Ms. Joyce A. Sziebert Vice President, Human Resources Dr. J. Craig Venter Senior Vice President, and President, Celera Genomics Group Mr. Dennis L. Winger* Senior Vice President and Chief Financial Officer
*Also serves as director of the Reporting Person Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----