-----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, Cw+TkZlebqJi53dxLxvfpdR7pjveQznJZNhcYeRGg1m1mPJ1Kx/PsQaqoPAfJMI3 rosWr4EnMLiLGoZxEl5GtA== 0000310158-95-000030.txt : 19951222 0000310158-95-000030.hdr.sgml : 19951222 ACCESSION NUMBER: 0000310158-95-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951221 SROS: BSE SROS: CSE SROS: NYSE SROS: PHLX SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOLECULAR DEVICES CORP CENTRAL INDEX KEY: 0001003113 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 942914362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44597 FILM NUMBER: 95603262 BUSINESS ADDRESS: STREET 1: 1311 ORLEANS DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087471700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING BIOTECH CORP CENTRAL INDEX KEY: 0001005142 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 222593174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 2018227000 MAIL ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Molecular Devices Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 60851C107 (CUSIP Number) Kevin A. Quinn, Esq. Schering-Plough Corporation One Giralda Farms Madison, NJ 07940-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 18, 1995 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: Check the following box if a fee is being paid with this Statement: X SCHEDULE 13D CUSIP No. 60851C107 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Schering Biotech 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 Delaware (7) SOLE VOTING POWER NUMBER OF SHARES 541,082 BENEFICIALLY OWNED BY EACH REPORTING (8) SHARED VOTING POWER PERSON WITH None (9) SOLE DISPOSITIVE POWER 541,082 (10) SHARED DISPOSITIVE POWER None (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 541,082 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* __ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.2% (14) TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D relates is the common stock, no par value (the "Common Stock"), of Molecular Devices Corporation, a Delaware corporation (the "Issuer"), with its principal executive offices located at 1311 Orleans Drive, Sunnyvale, California 94089. Item 2. Identity and Background. This Statement is being filed by Schering Biotech Corporation (the "Reporting Person"), a Delaware corporation and a wholly owned subsidiary of Schering-Plough Corporation, a New Jersey corporation ("SPC"). The Reporting Person is a holding company whose sole subsidiary is engaged in discovery and development efforts with a goal of utilizing genetic chemistry and cell biology to develop a variety of products and has its principal office at 901 California Avenue, Palo Alto, California 94304. SPC is a holding company whose operating subsidiaries are engaged in the discovery, development, manufacturing and marketing of pharmaceutical and health care products and has its principal office at One Giralda Farms, Madison, New Jersey 07940-1000. For information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Person and SPC, reference is made to Schedule I attached hereto which is incorporated herein by reference. During the last five years, none of the Reporting Person, SPC nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds required for the purchase of 541,082 shares of the Issuer's Common Stock was $1,252,235.50. The Reporting Person obtained such funds from working capital. Item 4. Purpose of Transaction. The Reporting Person purchased the shares of Common Stock of the Issuer for investment purposes. Item 5. Interest in Securities of the Issuer. (a) The Issuer's Registration Statement on Form S-1 filed with respect to its initial public offering of shares of Common Stock states that 8,658,893 shares of Common Stock were issued and outstanding immediately following the initial public offering on December 18, 1995. The Reporting Person is the beneficial owner of 541,082 shares of Common Stock, representing 6.2% of the outstanding shares of Common Stock. (b) The Reporting Person has sole power to vote or direct the vote and to dispose or direct the disposition of the shares of Common Stock stated to be beneficially owned by it in Item 5(a). (c) Except as described herein, none of the Reporting Person, SPC nor any other person referred to in Schedule I attached hereto has effected any transactions in the Common Stock during the past sixty days. (d) 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, the shares of Common Stock stated to be beneficially owned by it in Item 5(a). (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer. None of the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies; except that the Reporting Person has certain demand and piggyback registration rights with respect to the shares of Common Stock held by it. The demand registration rights and certain of the piggyback registration rights expire on August 8, 1996. Item 7. Material to Be Filed as Exhibits. Not applicable. 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: December 21, 1995 SCHERING BIOTECH CORPORATION By: /s/ Kevin A. Quinn Kevin A. Quinn Secretary SCHEDULE I A. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING BIOTECH CORPORATION The name, business address and present principal occupation or employment of each of the directors and executive officers of Schering Biotech Corporation are set forth below. Each person identified below is an officer of Schering Biotech Corporation and is an employee of a subsidiary of Schering-Plough Corporation. The business address of each person identified below is Schering-Plough Corporation, One Giralda Farms, Madison, NJ 07940-1000. Directors are identified by an asterisk. Unless otherwise indicated below, all directors and officers listed below are citizens of the United States. Present Principal Occupation or Name and Citizenship Employment Jacques M. Chiller* President; President and Chief Executive Officer, DNAX Research Institute; Senior Vice President, Schering-Plough Research Institute Hugh A. D'Andrade* Chairman of the Board; Executive Vice President - Administration Richard J. Kogan* (See also Item B below) Jay L. Ludwig Assistant Treasurer E. Kevin Moore Assistant Treasurer Cecil B. Pickett Vice President; Executive Vice President - Discovery Research Kevin A. Quinn Secretary (See also Item B below) Arleen P. Skuya Assistant Secretary Donald J. Soriero Assistant Treasurer Jonathan Spicehandler Vice President; President, Schering- Plough Research Institute Jack L. Wyszomierski Treasurer (See also Item B below) B. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING-PLOUGH CORPORATION The name, business address and present principal occupation or employment of each of the directors and executives officers of Schering-Plough Corporation are set forth below. Unless otherwise indicated, each person identified below is employed by a subsidiary of Schering-Plough Corporation and the address of each individual identified below is Schering-Plough Corporation, One Giralda Farms, Madison, New Jersey 07940-1000. Directors are identified by an asterisk. Unless otherwise indicated below, all directors and executive officers listed below are citizens of the United States. Name and Address Present Principal Occupation or (Citizenship) Employment Hans W. Becherer* Chairman and Chief Executive Officer of Deere & Company Deere & Company (a manufacturer of mobil John Deere Road power machinery and a supplier of Moline, IL 61265 financial and health care services) Raul E. Cesan Executive Vice President; President of (Argentina) Schering-Plough Pharmaceuticals (See also Item A above) J. Martin Comey Vice President - Administration and Business Development Donald R. Conklin Executive Vice President; President of Schering-Plough HealthCare Products Joseph C. Connors Senior Vice President and General Counsel Hugh A. D'Andrade* Executive Vice President - Administration Geraldine U. Foster Senior Vice President - Investor Relations and Corporate Communications David C. Garfield* Retired Regina E. Herzlinger* Professor of Business Administration, Harvard Business School Harvard Business School Soldiers Field Road Baker Library 163 Boston, MA 02163 Harold R. Hiser, Jr. Executive Vice President - Finance Thomas H. Kelly Vice President and Controller Richard J. Kogan* President and Chief Operating Officer (See also Item A above) Robert P. Luciano* Chairman and Chief Executive Officer Robert S. Lyons Vice President - Corporate Information Services H. Barclay Morley* Retired General Carl E. Mundy Retired Daniel A. Nichols Senior Vice President - Taxes Gordon C. O'Brien Senior Vice President - Human Resources Richard de J. Osborne* Chairman, Chief Executive Officer and ASARCO, Inc. President of ASARCO Incorporated (non- 180 Maiden Lane ferrous metals producer) New York, NY 10038 Kevin A. Quinn Staff Vice President, Secretary and Associate General Counsel Patricia F. Russo* President, AT&T Global Business AT&T Global Business Communication Systems Communications Systems 211 Mt. Airy Road Room 3C151 Basking Ridge, NJ 07920 William A. Schreyer* Retired R. J. Ventres* Retired Robert F. W. van Oordt Chairman of the Executive Board, NV Koninklijke KNP BT NV Koninklijke KNP BT (producer of paper, Paalbergweg 2 board and packaging products, and 1105 AG Amsterdam ZO distributor of graphic paper, graphic and P.O. Box 23456 information systems and office products) 100 DZ Amsterdam ZO The Netherlands (The Netherlands) James Wood* Chairman and Chief Executive Officer of The Great Atlantic & The Great Atlantic & Pacific Tea Company, Pacific Tea Co., Inc. Inc. (supermarkets) 2 Paragon Drive Montvale, NJ 07645 Jack L. Wyszomierski Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----