X0202 3 2007-07-10 0 0000071241 NEW BRUNSWICK SCIENTIFIC CO INC NBSC 0001406539 Eppendorf INC 1 CANTIAGUE ROAD P.O. BOX 1019 WESTBURY NY 11590-0207 0 0 1 0 0001406542 Eppendorf AG BARKHAUSENWEG 1 HAMBURG, GERMANY 2M 22339 GERMANY 0 0 1 0 No Securities Owned 0 I See notes On July 10, 2007, Eppendorf Incorporated ("Eppendorf Inc"), a wholly-owned subsidiary of Eppendorf AG, one of its wholly-owned subsidiaries ("Merger Sub") and New Brunswick Scientific Co., Inc. ("NBS") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge into NBS (the "Merger"), with NBS becoming a wholly-owned subsidiary of Eppendorf Inc. In connection with the execution of the Merger Agreement, on July 10, 2007, Eppendorf Inc entered into an agreement (the "Shareholders Agreement") with Lee Eppstein, David Freedman, Kenneth Freedman, Phyllis Freedman, James T. Orcutt and David Pramer (the "Shareholders"), pursuant to which the Shareholders agreed to vote all of the shares of NBS' common stock beneficially owned by them in favor of the Merger. The Shareholders beneficially own 2,373,850 shares of common stock (not including 249,800 shares subject to outstanding options owned by the Shareholders), which represents approximately 25.7% of NBS' outstanding common stock (based upon a total number of 9,244,512 shares of Common Stock outstanding, which NBS has represented and warranted in the Merger Agreement). Although Eppendorf Inc and its sole shareholder Eppendorf AG may, by virtue of the Shareholders Agreement, be deemed beneficial owners pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Act") of the shares of NBS' common stock beneficially owned by the Shareholders, Eppendorf Inc and Eppendorf AG have no interest in such shares. Pursuant to Rule 16a-1(a)(4) under the Act, each of Eppendorf Inc and Eppendorf AG hereby states that this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be deemed an admission that they are, for the purposes of Section 16 of the Act or otherwise, the beneficial owners of any equity securities of NBS and such beneficial ownership is expressly disclaimed. For additional information regarding the Merger Agreement and the Stockholders Agreement, please see the Schedule 13D filed by Eppendorf Inc and Eppendorf AG with the Securities and Exchange Commission on July 20, 2007. Eppendorf Incorporated, By: /s/ Martin Farb, Name: Martin Farb, Title: Board Member, President and Chief Executive Officer 2007-07-20 Eppendorf AG: /s/ Klaus Fink, Management Board Member, President and Chief Executive Officer and /s/ Detmar Ammermann, Management Board Member, Chief Financial Officer 2007-07-20