0001144204-13-007850.txt : 20130212 0001144204-13-007850.hdr.sgml : 20130212 20130212170046 ACCESSION NUMBER: 0001144204-13-007850 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130212 DATE AS OF CHANGE: 20130212 GROUP MEMBERS: FEINBERG FAMILY FOUNDATION GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INSTITUTIONAL PARTNERS, LP GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC EMPLOYEES' RETIREMENT PLAN GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. GROUP MEMBERS: ORACLE OFFSHORE LTD GROUP MEMBERS: ORACLE PARTNERS, L.P. GROUP MEMBERS: ORACLE TEN FUND MASTER, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUIDEL CORP /DE/ CENTRAL INDEX KEY: 0000353569 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 942573850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35237 FILM NUMBER: 13598000 BUSINESS ADDRESS: STREET 1: 10165 MCKELLAR CT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8585521100 FORMER COMPANY: FORMER CONFORMED NAME: MONOCLONAL ANTIBODIES INC /DE/ DATE OF NAME CHANGE: 19910210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 v334483_sc13ga.htm FORM SC 13G/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

(Amendment No. 10)

 

Quidel Corporation

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

74838J101

(CUSIP Number)

 

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*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 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).

 

 
 

 

CUSIP No. 74838J101 13G Page 2 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Larry N. Feinberg

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)      ¨

 

(b)      ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

  5

SOLE VOTING POWER

 

50,000

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

3,226,557

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

50,000

  8

SHARED DISPOSITIVE POWER

 

3,226,557

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,276,557

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.82%

 

12

TYPE OF REPORTING PERSON*

 

IN

 

 

 
 

 

CUSIP No. 74838J101 13G Page 3 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oracle Partners, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)     ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

  5

SOLE VOTING POWER

 

0

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

2,253,061

 

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

2,253,061

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,253,061

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

6.76%

12

TYPE OF REPORTING PERSON*

 

PN

 

 
 

 

CUSIP No. 74838J101 13G Page 4 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oracle Associates, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)      ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

  5

SOLE VOTING POWER

 

0

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

2,561,161

 

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

2,561,161

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,561,161

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.68%

12

TYPE OF REPORTING PERSON*

 

OO

 

 
 

 

CUSIP No. 74838J101 13G Page 5 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oracle Investment Management, Inc.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)     ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

  5

SOLE VOTING POWER

 

0

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

653,296

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

653,296

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

653,296

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.96%

 

12

TYPE OF REPORTING PERSON*

 

CO

 

 

 
 

 

CUSIP No. 74838J101 13G Page 6 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oracle Institutional Partners, LP

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)     ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

  5

SOLE VOTING POWER

 

0

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

308,100

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

308,100

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

308,100

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.92%

 

12

TYPE OF REPORTING PERSON*

 

PN

 

 

 
 

 

CUSIP No. 74838J101 13G Page 7 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oracle Offshore Limited

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)     ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

  5

SOLE VOTING POWER

 

0

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

0

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0%

 

12

TYPE OF REPORTING PERSON*

 

PN

 

 

 
 

 

CUSIP No. 74838J101 13G Page 8 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oracle Ten Fund Master, LP

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)     ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

  5

SOLE VOTING POWER

 

0

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

598,796

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

598,796

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

598,796

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.80%

 

12

TYPE OF REPORTING PERSON*

 

OO

 

 

 
 

 

CUSIP No. 74838J101 13G Page 9 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Oracle Investment Management, Inc. Employees’ Retirement Plan

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)     ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

 

  5

SOLE VOTING POWER

 

0

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

54,500

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

54,500

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

54,500

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.16%

 

12

TYPE OF REPORTING PERSON*

 

EP

 

 

 
 

 

CUSIP No. 74838J101 13G Page 10 of 14 Pages

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

The Feinberg Family Foundation

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a)     ¨

 

(b)     ¨

 

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

 

  5

SOLE VOTING POWER

 

0

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

12,100

EACH

REPORTING

PERSON

WITH

7

SOLE DISPOSITIVE POWER

 

0

  8

SHARED DISPOSITIVE POWER

 

12,100

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,100

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

N/A

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.04%

 

12

TYPE OF REPORTING PERSON*

 

OO

 

 

 
 

 

This Amendment No. 10 to Schedule 13G (this "Amendment No. 10") is being filed with respect to the Common Stock, par value $.001 (“Common Stock”) of Quidel Corporation, a Delaware corporation (the “Company”), to amend the Schedule 13G filed on April 23, 2001, as previously amended by Amendment No. 1, filed on February 14, 2002, by Amendment No. 2, filed on February 12, 2003, by Amendment No. 3, filed on February 9, 2005, by Amendment No. 4, filed on February 7, 2006, by Amendment No. 5, filed on February 15, 2008, by Amendment No. 6 filed on May 20, 2009, by Amendment No. 7, filed on February 2, 2010, by Amendment No. 8, filed on February 8, 2011, and by Amendment No. 9, filed on February 6, 2012 (as so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.

 

Item 4: Ownership:

 

Item 4 of the Schedule 13G is hereby amended and restated as follows:

The percentages used herein and in the rest of this Amendment No. 10 are calculated based upon a total of 33,350,305 shares of Common Stock issued and outstanding as of October 24, 2012, as reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2012.

 

The beneficial ownership of the Reporting Persons is set forth below. This filing and any future amendments hereto shall not be considered an admission by any of the Reporting Persons that a “group” exists or that any Reporting Person is a beneficial owner of shares beneficially owned by any other Reporting Person named herein.

 

A.Larry Feinberg

(a) Amount beneficially owned: 3,276,557

(b) Percent of class: 9.82%

(c) Number of shares as to which such person has:

(i)    Sole power to vote or direct the vote: 50,000

(ii)   Shared power to vote or direct the vote: 3,226,557

(iii)  Sole power to dispose or direct the disposition: 50,000

(iv) Shared power to dispose or direct the disposition: 3,226,557

 

B.Oracle Partners, LP

(a) Amount beneficially owned: 2,253,061

(b) Percent of class: 6.76%

(c) Number of shares as to which such person has:

(i)    Sole power to vote or direct the vote: 0

(ii)   Shared power to vote or direct the vote: 2,253,061

(iii)  Sole power to dispose or direct the disposition: 0

(iv)  Shared power to dispose or direct the disposition: 2,253,061

 

C.Oracle Associates, LLC

(a) Amount beneficially owned: 2,561,161

(b) Percent of class: 7.68%

(c) Number of shares as to which such person has:

 

-11-
 

 

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 2,561,161

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 2,561,161

 

D.Oracle Investment Management, Inc.

(a) Amount beneficially owned: 653,296

(b) Percent of class: 1.96%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 653,296

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 653,296

 

E.Oracle Institutional Partners, LP

(a) Amount beneficially owned: 308,100

(b) Percent of class: 0.92%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 308,100

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 308,100

 

F.Oracle Offshore Limited

(a) Amount beneficially owned: 0

(b) Percent of class: 0%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 0

 

G.Oracle Ten Fund Master, LP

(a) Amount beneficially owned: 598,796

(b) Percent of class: 1.80%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 598,796

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 598,796

 

H.Oracle Investment Management, Inc. Employees’ Retirement Plan

(a) Amount beneficially owned: 54,500

(b) Percent of class: 0.16%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

 

-12-
 

 

(ii)  Shared power to vote or direct the vote: 54,500

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 54,500

 

I.The Feinberg Family Foundation

(a) Amount beneficially owned: 12,100

(b) Percent of class: 0.04%

(c) Number of shares as to which such person has:

(i)   Sole power to vote or direct the vote: 0

(ii)  Shared power to vote or direct the vote: 12,100

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 12,100

 

Item 10: Certification:

 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

 

-13-
 

 

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 11, 2013

 

  /s/ Larry Feinberg
  Larry Feinberg, Individually
   
  ORACLE PARTNERS, LP
  By: ORACLE ASSOCIATES, LLC, its general partner
     
  By: /s/ Larry Feinberg
  Larry Feinberg, Managing Member
   
  ORACLE ASSOCIATES, LLC
   
  By: /s/ Larry Feinberg
  Larry Feinberg, Managing Member
   
  ORACLE INVESTMENT MANAGEMENT, INC
   
  By: /s/ Larry Feinberg
  Larry Feinberg, President

 

 
 

 

  ORACLE INSTITUTIONAL PARTNERS, LP
  By: ORACLE ASSOCIATES, LLC, its general partner
     
  By: /s/ Larry Feinberg
  Larry Feinberg, Managing Member
     
  ORACLE OFFSHORE LIMITED
     
  By: /s/ Larry Feinberg
  Larry Feinberg, Director
     
  ORACLE TEN FUND MASTER, LP
  By: ORACLE ASSOCIATES, LLC, its general partner
     
  By: /s/ Larry Feinberg
  Larry Feinberg, Managing Member
     
  ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES’ RETIREMENT PLAN
     
  By: /s/ Aileen Wiate
  Aileen Wiate, Trustee
     
  THE FEINBERG FAMILY FOUNDATION
     
  By: /s/ Larry Feinberg
     Larry Feinberg, Trustee

 

[SIGNATURE PAGE TO

AMENDMENT NO. 10 TO

SCHEDULE 13G WITH RESPECT TO QUIDEL CORPORATION]