-----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, Ee1icC4k4SnV5s7+/XFQAQciE0f7UD2IxQSqbJaSPyq5H/4JHz3xDFQaS7ODVFm1 daHmy1VDNg6vrdKqsvkBKg== 0000947871-96-000112.txt : 19961031 0000947871-96-000112.hdr.sgml : 19961031 ACCESSION NUMBER: 0000947871-96-000112 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961030 SROS: NASD GROUP MEMBERS: SANDOZ BIOTECH HOLDINGS CORPORATION GROUP MEMBERS: SANDOZ LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMIX INC /DE CENTRAL INDEX KEY: 0000876428 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770193369 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41866 FILM NUMBER: 96650312 BUSINESS ADDRESS: STREET 1: 3155 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4158564901 MAIL ADDRESS: STREET 1: 3155 PORTER DR CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDOZ LTD CENTRAL INDEX KEY: 0000924074 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 608 5TH AVENUE STREET 2: 10TH FL CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 AMENDED 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 8 SYSTEMIX, INC. ------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share ------------------------------------------------- (Title of Class of Securities) 871872 10 7 ------------------------------------------------- (CUSIP Number of Class of Securities) Robert L. Thompson, Jr. Vice President and General Counsel Sandoz Corporation 608 Fifth Avenue New York, New York 10020 Telephone: (212) 830-2413 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: David W. Heleniak, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 October 29, 1996 ------------------------------------------------- (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 13-d-1(b)(3) or (4), check the following box. |_| Check the following box if a fee is being paid with this statement. |_| Page 1 of 11 Pages CUSIP No. 871872 10 7 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SANDOZ BIOTECH HOLDINGS CORPORATION - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a member of a Group (a) |_| -------------------------------------------------------------------- (b) |X| -------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- ----------------------------------------------------------------------- (4) Source of Funds AF -------------------------------------------------------- ----------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). |_| ----------------------------------------- (6) Citizenship or Place of Organization Delaware ----------------------------------- ----------------------------------------------------------------------- - --------------- (7) Sole Voting Power Number of --------------------------------- Shares Beneficially (8) Shared Voting Power 11,977,699 Owned by ------------------------------- Each Reporting (9) Sole Dispositive Power Person ---------------------------- With (10) Shared Dispositive Power 11,977,699 - --------------- ------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,977,699 ---------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| (13) Percent of Class Represented by Amount in Row (11) 76% ----------------------------------------------------------------------- (14) Type of Reporting Person CO ----------------------------------------------- Page 2 of 11 Pages CUSIP No. 871872 10 7 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SANDOZ LTD. ---------------------------------------------------------------------- (2) Check the Appropriate Box if a member of a Group (a) |_| -------------------------------------------------------------------- (b) |X| -------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- (4) Source of Funds WC -------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). |_| ----------------------------------------- (6) Citizenship or Place of Organization Switzerland ----------------------------------- - --------------- (7) Sole Voting Power Number of --------------------------------- Shares Beneficially (8) Shared Voting Power 11,977,699 Owned by ------------------------------- Each Reporting (9) Sole Dispositive Power Person ---------------------------- With (10) Shared Dispositive Power 11,977,699 - --------------- ------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 11,977,699 ---------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_| ------ (13) Percent of Class Represented by Amount in Row (11) 76% ----------------------------------------------------------------------- (14) Type of Reporting Person CO ----------------------------------------------- Page 3 of 11 Pages This Amendment No. 8 amends and supplements the Statement on Schedule 13D, filed with the Securities and Exchange Commission on December 20, 1991, as amended by Amendment Nos. 1 through 7 thereto (the "Schedule 13D"), by Sandoz Biotech Holdings Corporation, a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Sandoz Ltd., a company organized under the laws of Switzerland ("Parent"), with respect to the shares of common stock, par value $.01 per share (the "Common Stock"), of SyStemix, Inc., a Delaware corporation (the "Company"). Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On October 28, 1996, the Company announced that the "independent directors" of the Company rejected Parent's previously announced offer of May 23, 1996 to acquire for US $17 per share all of the issued and outstanding shares of Common Stock not already owned by Parent. A press release issued by Parent on October 29, 1996 relating to the foregoing event is attached as Exhibit 99.1 and is incorporated by reference in its entirety. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following Exhibits: Exhibit 24 Power of Attorney. Exhibit 99.1 Press Release issued by Parent on October 29, 1996. Page 4 of 11 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. October 30, 1996 SANDOZ LTD. By: /s/ Robert L. Thompson, Jr. ---------------------------- Robert L. Thompson, Jr. Attorney-in-fact SANDOZ BIOTECH HOLDINGS CORPORATION By: /s/ Robert L. Thompson, Jr. ---------------------------- Robert L. Thompson, Jr. Vice President Page 5 of 11 Pages EXHIBIT INDEX Exhibit 24 Power of Attorney. 99.1 Press Release issued by Parent on October 29, 1996. Page 6 of 11 Pages EX-24 2 POWER OF ATTORNEY EXHIBIT 24 ---------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That Sandoz Ltd., a Swiss corporation having its principal place of business in the City of Basle, does hereby make, constitute and appoint: Robert L. Thompson, Jr. of 608 Fifth Avenue, New York, New York; and Wayne Merkelson of 608 Fifth Avenue, New York, New York, or any one of them acting alone, its true and lawful attorneys, for it and in its name, place and stead, with full power of substitution to represent and act for it in all matters pertaining to submissions to the Securities and Exchange Commission, with such changes therein as may be approved by said attorneys, or any one of them acting alone, and in general to do all things and to perform on the part of Sandoz Ltd. all acts as said attorneys, or any one of them acting alone, determines are necessary or advisable in connection with submissions to the Securities and Exchange Commission, including, without limiting the generality of the foregoing, the execution and delivery of all documents required under the Securities Exchange Act of 1934, as amended, all agreements, officer's and other certificates, and any and all other documents and instruments required, contemplated by or deemed advisable in connection with this power of attorney and to otherwise act for and in the name of Sandoz Ltd. and in its behalf with respect to the transactions described herein fully as if the duly authorized officers of Sandoz Ltd. were then personally present and acting. Sandoz Ltd. hereby ratifies and confirms all that said attorneys or their substitutes shall lawfully do, or cause to be does, by virtue hereof. Page 7 of 11 Pages 2 IN WITNESS WHEREOF, Sandoz Ltd. has caused this power of attorney to be signed by two duly authorized officers this 21st day of May, 1996. SANDOZ LTD. /s/ P. Rickli /s/ R. Breu ------------------------------------ Page 8 of 11 Pages EX-99.1 3 PRESS RELEASE Exhibit 99.1 ------------ PRESS RELEASE SANDOZ CORPORATE COMMUNICATIONS KOMMUNIKATION KONZERN SANDOZ COMMUNICATION DU GROUPE CH-4002 BASEL/SCHWEIZ ........................... PRESS RELEASE PRESS OFFICE OF THE SANDOZ COMPANIES ........................... PRESSEDIENST Current Sandoz and designated Novartis DER SANDOZ-GESELLSCHAFTEN Heads of Country Organizations ........................... SERVICE DE PRESSE Current Sandoz Corporate Communications and DES SOCIETES SANDOZ designated Novartis Corporate Sector and ........................... Country Organization Communicators TEL. +41-61-324-9001 FAX +41-61-324-4884 Sandoz' offer to minority shareholders of SyStemix declined Basel, 29 October 1996 -- Sandoz Ltd. today announced that its proposal to acquire all outstanding shares of SyStemix had been declined by the 'independent directors' of SyStemix on behalf of the minority shareholders. Announced on May 23 this year, the offer of USD 17 per share originally represented a premium of 55% over the closing price prior to the offer. SyStemix' shares closed on 28 October at USD 16. Sandoz said it was disappointed by the decision but would study it before taking further action. SyStemix, Inc., based in Palo Alto, California, is a biotechnology company specializing in the development of new therapies for major disorders of the blood system based on the use of human hematopoietic stem cells. Collaboration between the two companies began in 1991. In 1992, Sandoz acquired a 60% interest, which it increased in 1995 to 71.6% on a fully diluted basis. Headquartered in Basel, Switzerland, Sandoz Ltd. is a global research-based pharmaceuticals and nutrition group, with further activities in crop protection and seeds. In 1995, Sandoz Group sales exceeded CHF 15.2 billion. On 7 March 1996, Sandoz and Ciba-Geigy announced plans to merge and form a new company Novartis. The plan was approved by each company's shareholders on 23 (Sandoz) and 24 (Ciba) April 1996. Approval from the European Commission was granted on 17 July. The merger is still subject to approval by the Federal Trade Commission (FTC) in the US. Press Office of the Sandoz Companies Page 9 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----