-----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, Bi8YJEk/uhGzUddr9xrwBPD8URECG9qYTG4N99j5D9KUVkr5emA5q1iyvKKInKYO EM8e665rCg71Y79C0F2+Mg== 0000950136-98-001506.txt : 19980818 0000950136-98-001506.hdr.sgml : 19980818 ACCESSION NUMBER: 0000950136-98-001506 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980817 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NANOGEN INC CENTRAL INDEX KEY: 0001030339 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 330489621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54207 FILM NUMBER: 98692819 BUSINESS ADDRESS: STREET 1: 10398 PACIFIC CENTER COURT STREET 2: 619-546-7700 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195467700 MAIL ADDRESS: STREET 1: 10398 PACIFIC CENTER COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELAN CORP PLC CENTRAL INDEX KEY: 0000737572 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: COUNTY WESTMEATH CITY: DUBLIN 2 IRELAND STATE: L2 BUSINESS PHONE: 3537094000 MAIL ADDRESS: STREET 1: LINCOLN HOUSE LINCOLN PLACE STREET 2: EIGHTY PINE STREET CITY: DUBLIN 2 IRELAND STATE: L2 ZIP: 00000 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* NANOGEN, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 630075 10 9 ------------------------------------------------ (CUSIP NUMBER) ELAN INTERNATIONAL SERVICES, LTD. C/O DAVID ROBBINS, ESQ., BROCK, FENSTERSTOCK, SILVERSTEIN & MCAULIFFE LLC ONE CITICORP CENTER, 153 EAST 53RD STREET, 56TH FLOOR, NEW YORK, N.Y. 10022 (212) 371-2000 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) DECEMBER 19, 1997 ------------------------------------------------ (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(b)(3) or (4), check the following box. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 pages) Page 1 of 5 pages SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 630075 10 9 PAGE 2 OF 5 PAGES - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elan International Services, Ltd. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (See Item 3) - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,287,878 shares SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,287,878 shares. PERSON ----------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,287,878 shares. - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.06 (BASED UPON 18,242,000 OUTSTANDING SHARES OF THE ISSUER, AS REPORTED IN THE ISSUER'S REGISTRATION STATEMENT ON S-1, DECLARED EFFECTIVE AS OF APRIL 13, 1998 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. - 2 - ITEM 1. SECURITY AND ISSUERS. Common Stock, par value $.01 per share Nanogen Inc. 10398 Pacific Center Court San Diego, California 92121 ITEM 2. IDENTITY AND BACKGROUND. This Form 13-D is filed by Elan International Services, Ltd., a Bermuda corporation ("EIS"), 102 St. James's Court, Flatts Smiths, FL 04, Bermuda. EIS is a wholly-owned subsidiary of Elan Corporation, plc, Lincoln House, Lincoln Place, Dublin 2, Ireland, an Irish public limited company ("Elan"). During the last five years, none of the persons named above in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to a private funding arrangement between Nanogen and EIS, EIS acquired 1,250,000 shares of Series C Preferred Stock the consideration for which was provided by EIS's general corporate funds. Subsequent to a 2:3 reverse split, EIS converted the Preferred Stock to 833,333 shares of Nanogen common stock, $.01 per share. Concurrent with the closing of the initial public offering of Common Stock (the "IPO"), EIS acquired an additional 454,545 shares of Common Stock for consideration $1,000,000, which was provided by EIS's general corporate funds. ITEM 4. PURPOSE OF TRANSACTION. EIS undertook its purchase of Common Stock for investment purposes. As an additional investment, upon consummation of the IPO, EIS purchased 454,545 shares of Common Stock; increasing the total number of shares of common stock beneficially owned by EIS to 1,287,878. Except as set forth above, neither EIS nor Elan has a plan or proposal which relates to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, by-laws, or instruments corresponding thereto or other actions - 3 - which may impede the acquisition of control of the Issuer by any person; (h) Causing the Common Stock to cease to be authorized to be quoted in the inter-dealer quotation system of the National Association of Securities Dealers, Inc.; (i) To have the Common Stock terminated from registration under the Securities Act of 1933; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) through (d): See Item 3 above. EIS has sole power to vote and sole authority to dispose or direct the dispositions of the entire amount of Common Stock reported by this Schedule 13-D. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The SPA, the Amendment and the Warrant; see Item 4 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. - 4 - SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Date: August 4, 1998 Elan International Services, Ltd. By: /s/ Kevin Insley ---------------------------------- Kevin Insley Director -----END PRIVACY-ENHANCED MESSAGE-----