-----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, LGGxOkuNbKHQm+GtEy1HsH+od231OCTBixu1/llzD8RdrPV4u18ZOuDJi+GgRr+5 Ackjw0F9FzQ163Fxl7T6Sw== 0001047469-03-033138.txt : 20031010 0001047469-03-033138.hdr.sgml : 20031010 20031010162605 ACCESSION NUMBER: 0001047469-03-033138 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABBOTT LABORATORIES CENTRAL INDEX KEY: 0000001800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 360698440 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 ABBOTT PARK ROAD STREET 2: D-322 AP6D CITY: ABBOTT PARK STATE: IL ZIP: 60064-3500 BUSINESS PHONE: 8479376100 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVERNESS MEDICAL INNOVATIONS INC CENTRAL INDEX KEY: 0001145460 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 043565120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62395 FILM NUMBER: 03937298 BUSINESS ADDRESS: STREET 1: 51 SAWYER ROAD STREET 2: SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7816473900 MAIL ADDRESS: STREET 1: 51 SAWYER ROAD STREET 2: SUITE 200 CITY: WALTHAM STATE: MA ZIP: 02453 SC 13D 1 a2120128zsc13d.htm SC 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )^*

Inverness Medical Innovations, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

46126P 10 6

(CUSIP Number)

Jose M. de Lasa
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6049
(847) 937-8905

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 30, 2003

(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 that 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. o

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).

CUSIP No. 46126P 10 6

13D

Page 1 of 1 Pages


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abbott Laboratories I.R.S. Identification No. 36-0698440

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) o
				(b) o

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
				o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois

NUMBER OF SHARES		7	SOLE VOTING POWER 1,550,933
BENEFICIALLY
OWNED BY EACH		8	SHARED VOTING POWER 0
REPORTING
PERSON WITH		9	SOLE DISPOSITIVE POWER 1,550,933

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,550,933

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
				o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%

14	TYPE OF REPORTING PERSON CO

Item 1. Security and Issuer

This statement relates to shares of the common stock, par value $0.001 per share (the "Inverness Common Stock"), of Inverness Medical Innovations, Inc. ("Inverness"), a Delaware corporation, whose principal executive offices are located at 51 Sawyer Road, Suite 200, Waltham, Massachusetts 02453.

Item 2. Identity and Background

(a)–(c), (f) This Schedule 13D is being filed by Abbott Laboratories, a corporation organized and existing under the laws of the State of Illinois ("Abbott"). Abbott's principal business is the discovery, development, manufacture and sale of a broad and diversified line of health care products. Abbott's principal office is located at 100 Abbott Park Road, Abbott Park, Illinois 60064-6049.

The names, citizenship, business addresses, present principal occupation or employment and the name, and the principal business and address of any corporation or other organization in which such employment is conducted of the directors and officers of Abbott are as set forth in Exhibit 1 hereto and incorporated herein by this reference.

(d) and (e) During the last five years, neither Abbott nor, to the best knowledge of Abbott, any person listed on Exhibit 1, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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

Pursuant to the Asset Purchase Agreement dated as of September 30, 2003 among Inverness, Inverness Medical Switzerland GMBh, Morpheus Acquisition Corp. and Morpheus Acquisition LLC (collectively, the "Inverness Buyers") and Abbott (the "Purchase Agreement"), the Inverness Buyers purchased certain assets and liabilities relating to Abbott's Fact plus®, Signify® and Abbott TestPack® product lines (the "Transaction"). A portion of the consideration paid by the Inverness Buyers to Abbott consisted of 1,550,993 shares of Inverness Common Stock (the "Shares").

Item 4. Purpose of Transaction

As disclosed in Item 3, Abbott acquired the Shares as partial consideration for the Transaction pursuant to the terms of the Purchase Agreement.

(a)–(j) Abbott intends to monitor its interests in Inverness on an ongoing basis and to take such measures as it deems appropriate from time to time in furtherance of such interests. Abbott may from time to time acquire additional shares of Inverness Common Stock, dispose of some or all of the shares of Inverness Common Stock then beneficially owned by it, discuss Inverness' business, operations, or other affairs with Inverness' management, board of directors, shareholders or others or take such other actions as Abbott may deem appropriate. Notwithstanding the foregoing, except as described in this Item 4 and in Item 6, Abbott has no present plan or proposal which relates to or would result in any of the matters referred to in Items (a) through (j) of Item 4 of Schedule 13D of the Securities and Exchange Commission. Abbott does, however, reserve the right to adopt such plans or proposals subject to compliance with applicable regulatory requirements.

Item 5. Interest in Securities of the Issuer

(a) The Shares represent approximately 8.1% of the outstanding shares of the Inverness Common Stock. The calculation of the foregoing percentage is based on 17,675,244 shares of Inverness Common Stock outstanding as of September 26, 2003, as disclosed by Inverness in the Purchase Agreement.

(b) Abbott has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the Shares.

(c) Except as described herein, there have been no transactions by Abbott or the persons whose names are listed on Exhibit 1 in securities of Inverness during the past sixty days.

(d) No one other than Abbott is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from a sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 of this statement is hereby incorporated by this reference. Reference is made to the full text of the Purchase Agreement and the Registration Rights Agreement, dated as of September 30, 2003, between Inverness Medical Innovations, Inc. and Abbott Laboratories, each of which is annexed hereto as Exhibits 2 and 3, respectively, and incorporated herein by reference. To Abbott's knowledge, except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and any other person, with respect to any securities of Inverness.

Item 7. Material to be Filed as Exhibits

Exhibit 1—Information Concerning Officers and Directors of Abbott Laboratories.

Exhibit 2—Asset Purchase Agreement dated as of September 30, 2003 among Inverness Medical Innovations, Inc., Inverness Medical Switzerland GMBh, Morpheus Acquisition Corp. and Morpheus Acquisition LLC and Abbott Laboratories (incorporated by reference as Exhibit 2.1 to the Inverness Medical Innovations, Inc. Form 8-K filed with the Securities and Exchange Commission on October 9, 2003 (Commission File No. 001-16789).

Exhibit 3—Registration Rights Agreement dated as of September 30, 2003 between Inverness Medical Innovations, Inc. and Abbott Laboratories (incorporated by reference as Exhibit 99.2 to the Inverness Medical Innovations, Inc. Form 8-K filed with the Securities and Exchange Commission on October 9, 2003 (Commission File No. 001-16789).

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.

Date: October 10, 2003
		/s/ THOMAS C. FREYMAN
	Name:	Thomas C. Freyman
	Title:	Senior Vice President, Finance and Chief Financial Officer

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Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7. Material to be Filed as Exhibits

SIGNATURE
EX-1 3 a2120128zex-1.htm EXHIBIT 1
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EXHIBIT 1

Information Concerning Officers and
Directors of Abbott Laboratories

The current corporate officers and directors of Abbott Laboratories are listed below. The address of Abbott Laboratories is: Abbott Laboratories, 100 Abbott Park Road, Abbott Park, Illinois 60064-6049. Abbott Laboratories does not consider all of its corporate officers to be executive officers as defined by the Securities Exchange Act of 1934 or Releases thereunder. Unless otherwise indicated, all positions set forth below opposite an individual's name refer to positions within Abbott Laboratories, and, where applicable, the business address listed for each individual not principally employed by Abbott Laboratories is also the address of the corporation or other organization which principally employs that individual.

NAME	POSITION/PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS	CITIZENSHIP
CORPORATE OFFICERS
Miles D. White¹	Chairman of the Board and Chief Executive Officer and Director	U.S.A.
Jeffrey M. Leiden¹	President and Chief Operating Officer, Pharmaceutical Products Group and Director	U.S.A.
Richard A. Gonzalez¹	President and Chief Operating Officer, Medical Products Group and Director	U.S.A.
Christopher B. Begley¹	Senior Vice President, Hospital Products	U.S.A.
Jose M. de Lasa¹	Senior Vice President and General Counsel	U.S.A.
William G. Dempsey¹	Senior Vice President, Pharmaceutical Operations	U.S.A.
Gary L. Flynn¹	Senior Vice President, Ross Products	U.S.A.
Thomas C. Freyman¹	Senior Vice President, Finance and Chief Financial Officer	U.S.A.
Greg W. Linder¹	Vice President and Controller	U.S.A.
Guillermo A. Herrera¹	Senior Vice President, International Operations	Colombia
Joseph M. Nemmers, Jr.¹	Senior Vice President, Diagnostic Operations	U.S.A.
Thomas M. Wascoe¹	Senior Vice President, Human Resources	U.S.A.
Lance B. Wyatt¹	Senior Vice President and President, Global Pharmaceutical Manufacturing	U.S.A.
John Arnott	Vice President, Hospital Products Business Sector	United Kingdom
Catherine V. Babington	Vice President, Investor Relations and Public Affairs	U.S.A.
Michael G. Beatrice	Vice President, Corporate Regulatory and Quality Science	U.S.A.
Oliver Bohuon	Vice President, European Operations	France
Charles M. Brock	Vice President, Chief Ethics and Compliance Officer	U.S.A.
William E. Brown, III	Vice President, Diagnostic Assays and Systems Development	U.S.A.
Douglas C. Bryant	Vice President, Diagnostics Commercial Operations, Europe, Africa and Middle East	U.S.A.
Thomas F. Chen	Vice President, Pacific, Asia, and Africa Operations	U.S.A.
Jaime Contreras	Vice President, Diagnostic Commercial Operations, Latin America	Mexico
Michael J. Collins	Vice President, Diagnostics Commercial Operations, U.S. and Canada	U.S.A.

Thomas H. Dee	Vice President, Internal Audit	U.S.A.
Edward J. Fiorentino	Vice President, MediSense Products	U.S.A.
Stephen R. Fussell	Vice President, Compensation and Development	U.S.A.
Mark F. Gorman	Vice President, Ross Products, Medical Nutritionals	U.S.A.
Robert B. Hance	Vice President, Vascular Devices	U.S.A.
Terrence C. Kearny	Vice President and Treasurer	U.S.A.
James J. Koziarz	Vice President, Hepatitis/Retrovirus Research and Development and Assay Technical Support, Diagnostic Products	U.S.A.
John C. Landgraf	Vice President, Operations, Diagnostic Products	U.S.A.
Elaine R. Leavenworth	Vice President, Government Affairs	U.S.A.
Gerald Lema	Vice President, Diagnostics Operations, Asia and Pacific	U.S.A.
John M. Leonard	Vice President, Global Pharmaceutical Development	U.S.A.
Holger Liepmann	Vice President, Japan Operations	Germany
Richard J. Marasco	Vice President, Ross Products, Pediatrics	U.S.A.
Heather L. Mason	Vice President, Pharmaceutical Products, Specialty Operations	U.S.A.
P. Loreen Mershimer	Vice President, Hospital Products Business Sector	U.S.A.
Edward L. Michael	Vice President and President, Molecular Diagnostics	U.S.A.
Karen L. Miller	Vice President, Information Technology	U.S.A.
Sean Murphy	Vice President, Global Licensing/New Business Development	U.S.A.
Daniel W. Norbeck	Vice President, Global Pharmaceutical Discovery	U.S.A.
Edward A. Ogunro	Vice President, Hospital Products Research and Development, Medical and Regulatory Affairs
Roberto Reyes	Vice President, Latin America and Canada	Colombia
Laura J. Schumacher	Vice President, Secretary and Deputy General Counsel	U.S.A.
AJ J. Shoultz	Vice President, Taxes	U.S.A.
Mary T. Szela	Vice President, Pharmaceutical Products, Primary Care Operations	U.S.A.
James L. Tyree	Vice President, Global Licensing/New Business Development	U.S.A.
Steven J. Weger, Jr.	Vice President, Corporate Planning and Development	U.S.A.

Susan M. Widner

Vice President, Abbott HealthSystems

U.S.A.

¹: Pursuant to Item 401(b) of Regulation S-K, Abbott has identified these persons as "executive officers" within the meaning of Item 401(b).

NAME	POSITION/PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND BUSINESS ADDRESS	CITIZENSHIP
DIRECTORS
Roxanne S. Austin	President and Chief Operating Officer DIRECTV 2230 E. Imperial Highway El Segundo, California 90245	U.S.A.
H. Laurance Fuller	Retired Co-Chairman, BP Amoco, p.l.c. c/o Primary Business Center 1111 E. Warrenville Road Suite 257 Naperville, Illinois 60563	U.S.A.
Richard A. Gonzalez	Officer of Abbott	U.S.A.
Jack M. Greenberg	Retired Chairman and Chief Executive Officer McDonald's Corporation 333 W. Wacker Drive Suite 1015 Chicago, Illinois 60606	U.S.A.
Jeffrey M. Leiden	Officer of Abbott	U.S.A.
The Rt. Hon. Lord Owen CH	Physician, Politician, and Businessman House of Lords Westminster, London SW1A OPW, England	United Kingdom
Boone Powell, Jr.	Retired Chairman Baylor Health Care System 9209 Westview Circle Dallas, Texas 75231	U.S.A.
Addison Barry Rand	Former Chairman and Chief Executive Officer Avis Group 500 Woodbine Road Stamford, Connecticut 06903	U.S.A.
Dr. W. Ann Reynolds	Director, Center for Community Outreach and Development The University of Alabama at Birmingham 933 9th Street South, Room 503-A Birmingham, Alabama 35294-2041	U.S.A.
Roy S. Roberts	Managing Director Reliant Equity Investors 401 N. Michigan Avenue Suite 550 Chicago, Illinois 60611	U.S.A.
William D. Smithburg	Retired Chairman and Chief Executive Officer The Quaker Oats Company 676 N. Michigan Avenue Suite 3860 Chicago, Illinois 60611	U.S.A.

John R. Walter		Chairman Ashlin Management Company 401 N. Ahwahnee Road Lake Forest, Illinois 60045		U.S.A.
Miles D. White		Officer Of Abbott		U.S.A.

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EXHIBIT 1

Information Concerning Officers and Directors of Abbott Laboratories
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