-----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, DBkGrbIbWVOYiVlop8tGdPQiji2z2ZhpidEi2p+QuuSc3y0qHaAiv60Y0ZGVbluV BJe8EtwsUEY/eTwXhi1Sxw== 0000942443-96-000001.txt : 19960904 0000942443-96-000001.hdr.sgml : 19960904 ACCESSION NUMBER: 0000942443-96-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960903 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: 96625179 BUSINESS ADDRESS: STREET 1: 1311 ORLEANS DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087471700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING CORP CENTRAL INDEX KEY: 0000942443 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 221261880 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL RD CITY: KENILWORTH STATE: NJ ZIP: 07033 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 (Amendment No. 1) Molecular Devices Corporation (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 60851C107 (CUSIP Number) William J. Silbey, Esq. Schering-Plough Corporation One Giralda Farms Madison, NJ 07940-1000 (201) 822-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 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 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: __ SCHEDULE 13D CUSIP No. 60851C107 ____________________________ (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Schering Corporation _____________________________________________________________________ ______________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) _ (b) _ ______________________________________________________________________ _____________ (3) SEC USE ONLY ______________________________________________________________________ _____________ (4) SOURCE OF FUNDS Not Applicable ________________________________________________________________ ___________________ (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 Jersey ________________________________________________________________ ___________________ (7) SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED ________________________________________ __________________ BY EACH REPORTING (8) SHARED VOTING POWER PERSON WITH None __________________________________ ________________________ (9) SOLE DISPOSITIVE POWER 0 ____________________________________________ ______________ (10) SHARED DISPOSITIVE POWER None ________________________________________________________________________ ___________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ____________________________________________________________________________ _______ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _ ________________________________________________________________________ ___________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% ___________________________________________________________________ ________________ (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 Corporation (the "Reporting Person"), a New Jersey corporation and a wholly owned subsidiary of Schering-Plough Corporation, a New Jersey corporation ("SPC"). The Reporting Person is an operating company engaged in the discovery, development, manufacturing and marketing of a variety of pharmaceutical products and has its principal office at 2000 Galloping Hill Road, Kenilworth, New Jersey 07930. 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. Not applicable. Item 4. Purpose of Transaction. The Reporting Person sold the shares of Common Stock of the Issuer in the ordinary course of business. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person no longer owns any Common Stock of the Issuer. (b) Not applicable. (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) Not applicable. (e) A subsidiary of the Reporting Person, Schering Biotech Corporation ("Biotech"), previously filed a Schedule 13D relating to the ownership of 541,082 shares of the Issuer's Common Stock. Biotech was recently merged with and into the Reporting Person. On August 15, 1996, the Reporting Person sold 541,082 shares of the Issuer's Common Stock at $8.00 per share in a broker transaction for aggregate proceeds of $4,307,005. Therefore, on August 15, 1996, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer. 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. 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: September 3, 1996 SCHERING CORPORATION By: /s/ William J. Silbey William J. Silbey Secretary SCHEDULE I A. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING CORPORATION The name, business address and present principal occupation or employment of each of the directors and executive officers of Schering Corporation are set forth below. Each person identified below is an officer of Schering 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 Alfredo M. Blanco Vice President E. S. Brokken, D.M.V. Vice President Leonard Camarda Vice President Raul E. Cesan* President and Chairman of the Board (See (Argentina) also Item B below) Donald R. Conklin Vice President (See also Item B below) Joseph C. Connors Vice President (See also Item B below) Hugh A. D'Andrade Vice President (See also Item B below) Martin Driscoll Vice President Alexander Giaquinto Vice President Kathleen Hurtado Vice President Raman Kapur Vice President (India) Thomas H. Kelly Vice President (See also Item B below) Raul Kohan Vice President Hans-Jorg Kummer Vice President (Switzerland) Thomas C. Lauda* Vice President Jay L. Ludwig Assistant Treasurer Robert S. Lyons Vice President (See also Item B below) E. Kevin Moore Vice President and Treasurer (See also Item B below) Paula Morgan Vice President James R. Nelson Vice President Daniel A. Nichols Vice President and Assistant Treasurer (See also Item B below) John E. Nine Vice President (See also Item B below) Gordon C. O'Brien Vice President (See also Item B below) Cecil B. Pickett, PhD Vice President David Poorvin Vice President Bruce Rodda Vice President John P. Ryan Vice President Robert J. Spiegel Vice President William J. Silbey Vice President and Secretary (See also Item B below) Arleen P. Skuya Assistant Secretary Donald J. Soriero Assistant Treasurer Jonathan Spicehandler Vice President Colin Turnbull Vice President Hugo Wahnish Vice President (Argentina) Anthony Wolfe Vice President Jack L. Wyszomierski Vice President (See also Item B below) Richard W. Zahn* Vice President B. DIRECTORS AND EXECUTIVE OFFICER S 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 mobile 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) Donald R. Conklin Executive Vice President; Chairman of Schering-Plough HealthCare Products Joseph C. Connors Executive Vice President and General Counsel Hugh A. D'Andrade* Vice Chairman and Chief Administrative Officer 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 Thomas H. Kelly Vice President and Controller Richard J. Kogan* President and Chief Executive Officer Robert P. Luciano* Chairman of the Board Robert S. Lyons Vice President - Corporate Information Services E. Kevin Moore Vice President and Treasurer H. Barclay Morley* Retired General Carl E. Mundy* Retired Daniel A. Nichols Senior Vice President - Taxes John Nine Vice President 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 Patricia F. Russo* President, Business Communication Systems Lucent Technologies 211 Mt. Airy Road Room 3C151 Basking Ridge, NJ 07920 William A. Schreyer* Retired William J. Silbey Staff Vice President, Secretary and Associate General Counsel R. J. Ventres* Retired Robert F. W. van Oordt* Retired (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 (England) Jack L. Wyszomierski Executive Vice President and Chief Financial Officer 21327-1 - Regular 23416-1 - EDGAR -----END PRIVACY-ENHANCED MESSAGE-----