-----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, CuqHrUgVcxNl41Eu9FVS6xZA7oesCNIlbZBflguspsu0725rtTVy2WSFzFfxVNv8 P7HQNXHRez23UkVYsfKa0A== 0000950131-98-004462.txt : 19980729 0000950131-98-004462.hdr.sgml : 19980729 ACCESSION NUMBER: 0000950131-98-004462 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980728 SROS: CSX SROS: NYSE SROS: PCX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CERUS CORP CENTRAL INDEX KEY: 0001020214 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 680262011 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51875 FILM NUMBER: 98672530 BUSINESS ADDRESS: STREET 1: 2525 STANWELL DRIVE SUITE 300 CITY: CONCORD STATE: CA ZIP: 94520 BUSINESS PHONE: 5106039071 MAIL ADDRESS: STREET 1: 2525 STANWELL DRIVE STREET 2: STE 300 CITY: CONCORD STATE: CA ZIP: 94520 FORMER COMPANY: FORMER CONFORMED NAME: CERUS TECHNOLOGIES INC DATE OF NAME CHANGE: 19960731 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAXTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000010456 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 360781620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE BAXTER PKWY CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 7089482000 MAIL ADDRESS: STREET 1: ONE BAXTER PARKWAY CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER TRAVENOL LABORATORIES INC DATE OF NAME CHANGE: 19880522 FORMER COMPANY: FORMER CONFORMED NAME: BAXTER LABORATORIES INC DATE OF NAME CHANGE: 19760608 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CERUS CORPORATION --------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share --------------------------------------------- (Title of Class of Securities) 157085 10 1 --------------------------------------------- (CUSIP Number) J. Patrick Fitzsimmons One Baxter Parkway Deerfield, IL 60015 (847) 948-3781 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 21, 1998 --------------------------------------------- (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 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . [_] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 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). (Continued on following page(s)) Page 1 of 4 Pages CUSIP No. 157085 10 1 13D Page 2 of 4 Pages - ------------------------------------------------------------------------------ (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (entities only) BAXTER INTERNATIONAL INC. I.R.S. Identification Number: 36-0781620 BAXTER HEALTHCARE CORPORATION I.R.S. Identification Number: 36-2999006 - ------------------------------------------------------------------------------ (2) Check the Appropriate Box if a Member (a) [_] of a Group* (b) [_] - ------------------------------------------------------------------------------ (3) SEC Use Only - ------------------------------------------------------------------------------ (4) Source of Funds* WC - ------------------------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ (6) Citizenship or Place of Organization DELAWARE - ------------------------------------------------------------------------------ Number of Shares (7) Sole Voting Power Beneficially Owned -0- by Each Reporting ------------------------------------------------------ Person With (8) Shared Voting Power 1,617,425 ------------------------------------------------------ (9) Sole Dispositive Power -0- ------------------------------------------------------ (10) Shared Dispositive Power 1,617,425 - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,617,425 - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [_] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 18.1% - ---------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - ---------------------------------------------------------------------------- CUSIP No. 157085 10 1 13D Page 3 of 4 Pages This Schedule 13D relates to the holdings of Baxter Healthcare Corporation, a Delaware corporation ("Purchaser"), of 1,617,425 shares (the "Shares") of common stock, $0.001 par value per share ("Common Stock"), of Cerus Corporation, a Delaware corporation (the "Company"). ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock of the Company. The address of the principal executive offices of the Company is: 2525 Stanwell Drive Concord, California 94520 Telephone: (925) 603-9071 ITEM 2. IDENTITY AND BACKGROUND This statement is being filed by Purchaser and Baxter International Inc., a Delaware corporation and the owner of 100% of the capital stock of Purchaser (the "Parent"). The principal executive offices of Purchaser and Parent are located at One Baxter Parkway, Deerfield, Illinois, 60015. Purchaser and Parent are engaged in the worldwide development, distribution and manufacture of a diversified line of products, systems and services used primarily in the health care field. Neither Parent nor Purchaser, nor, to the best of the knowledge of Parent and Purchaser, any director or executive officer of Parent or Purchaser, has been during the last five years, (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 Purchaser received the funds necessary to purchase the Shares from Parent. Parent transferred such funds to Purchaser from Parent's working capital. ITEM 4. PURPOSE OF TRANSACTION Purchaser and the Company are parties to a Development, Manufacturing and Marketing Agreement effective as of April 1, 1996 and amended and restated effective as of June 30, 1998 (the "Red Cell Agreement"), which provides, among other things, that Purchaser may be required to purchase shares of Common Stock of the Company from time to time upon the occurrence of certain events specified therein. In July 1998, one of the milestones set forth in the Red Cell Agreement was met, resulting in an obligation of Purchaser to purchase 159,595 shares of Common Stock of the Company. This purchase was consummated on July 21, 1998. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Except as set forth above, neither Purchaser, Parent, nor, to the best of the knowledge of Purchaser and Parent, any director or executive officer of Purchaser or Parent beneficially owns any other shares of Common Stock of the Company. (a) Purchaser and Parent each beneficially own an aggregate of 1,617,425 shares of Common Stock, which constitute approximately 18.1% of the total number of outstanding shares of Common Stock of the Company. (b) Purchaser and Parent share the power to vote and dispose of the Shares. (c) Purchaser and Parent acquired 159,595 shares of Common Stock on July 21, 1998 at a purchase price of $18.7975 per share. The purchase was effected in accordance with the provisions of the Red Cell Agreement which requires Purchaser to purchase shares of Common Stock upon the occurrence of certain events specified therein. (d) Not applicable (e) Not applicable CUSIP No. 157085 10 1 13D Page 4 of 4 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Company has entered into two development and commercialization agreements with Purchaser to develop, manufacture and market pathogen inactivation systems for platelets, fresh frozen plasma and red blood cells: the Red Cell Agreement (see Item 4, above) and the Development, Manufacturing and Marketing Agreement dated as of December 13, 1993 by and between the Company and Purchaser. These agreements provide for the Company and Purchaser to share development expenses. Under the agreements, Purchaser has the right and responsibility to market the systems worldwide, and the Company is entitled to receive a share of the gross profits from the sale of the systems. Except as set forth above, to the best knowledge of Purchaser and Parent, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 above, or between such persons and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of such 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 EXHIBIT 7.1 Development, Manufacturing and Marketing Agreement effective as of April 1, 1996 and amended and restated effective as of June 30, 1998 by and between Baxter Healthcare Corporation and Cerus Corporation (incorporated by reference to Exhibit 10.32 of the Current Report on Form 8-K filed by Cerus Corporation (Commission File No. 000-21937) on July 22). EXHIBIT 7.2 Development, Manufacturing and Marketing Agreement dated as of December 13, 1993 by and between Baxter Healthcare Corporation and Cerus Corporation (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1 (No. 333-11341) filed by Cerus Corporation (Commission File No. 000-21937)). SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned corporations certifies that the information set forth in this statement is true, complete and correct. DATE: July 28, 1998 BAXTER HEALTHCARE CORPORATION By: /s/ Jan Stern Reed ------------------------------ Corporate Secretary BAXTER INTERNATIONAL INC. By: /s/ Jan Stern Reed ------------------------------ Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----