-----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, QzcEExvlSp/J7zQv/24tXSjEuuuXBOY1hNSaWD1m1kTR9L8ShOMM5fwpaAlqDWp/ cwd9MYL3Bmqgm8zqkAFx7Q== 0000903423-04-000665.txt : 20040624 0000903423-04-000665.hdr.sgml : 20040624 20040624171832 ACCESSION NUMBER: 0000903423-04-000665 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOVERIS CORP CENTRAL INDEX KEY: 0001264899 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 800076765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79691 FILM NUMBER: 04880177 MAIL ADDRESS: STREET 1: 16020 INDUSTRIAL DRIVE CITY: GAITHERSBURG STATE: MD ZIP: 20877 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ CENTRAL INDEX KEY: 0000824468 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH SWITZERLAND MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH SWITZERLAND FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SC 13D/A 1 bioveris13da2_0624.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) BioVeris Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 090676 10 7 (CUSIP Number) Louise Guarneri Credit Suisse First Boston Eleven Madison Avenue New York, New York 10010 (212) 325-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 23, 2004 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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). USIP No. 090676 10 7 13D/A 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 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) [X] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland 7 SOLE VOTING POWER See Item 5. NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5. EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH See Item 5. 10 SHARED DISPOSITIVE POWER See Item 5. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5. 14 TYPE OF REPORTING PERSON* BK, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), Credit Suisse First Boston (the "Bank"), on behalf of itself and its subsidiaries, to the extent they constitute the Credit Suisse First Boston business unit (the "CSFB business unit") excluding Asset Management (as defined below) (the "Reporting Person"), hereby amends the Statement on Schedule 13D filed by the Reporting Person on February 24, 2004, and subsequently amended on June 22, 2004, (as amended, the "Statement"), relating to the Common Stock, $0.001 par value (the "Shares"), of BioVeris Corporation, a Delaware corporation (the "Company"). The CSFB business unit is also comprised of an asset management business principally conducted under the brand name Credit Suisse Asset Management ("Asset Management"). Unless otherwise indicated, all capitalized terms used herein have the same meanings respectively ascribed to them in the Statement. Item 3. Source and Amount of Funds. Item 3 is hereby amended to read in its entirety as follows: On February 13, 2004, IGEN International, Inc. ("IGEN") announced that it had been acquired by Roche Holding Ltd. in a transaction (the "Merger"), in which IGEN stockholders received US$47.25 in cash, without interest, and one Share of the Company for each share of IGEN common stock they owned immediately prior to the closing. On February 13, immediately prior to closing, CSFB LLC held 1,128,441 shares of IGEN common stock. The aggregate consideration (exclusive of commissions) paid by CSFB LLC for these shares of IGEN was US$64,911,068.75. CSFB LLC received 1,128,441 Shares as a result of the Merger. Following the Merger, CSFB has acquired an additional 680,449 Shares. The aggregate consideration (exclusive of commissions) paid by CSFB LLC for these additional Shares was US$9,254,016. The funds used by CSFB LLC to make these acquisitions, and the acquisitions described in Schedule B attached hereto, came from working capital. Item 4. Purpose of the Transaction. Item 4 is hereby amended to read in its entirety as follows: CSFB LLC has acquired 28,461 Shares for customer facilitation purposes, 600,000 Shares as part of risk arbitrage trading strategies, 7,991 Shares as part of statistical arbitrage trading strategies, 5,000 Shares as part of its activities related to discretionary trading accounts and 650,000 Shares as part of its activities related to proprietary trading accounts. CSFB LLC intends to optimize the value of its investments and, therefore, will review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, CSFB LLC may consider from time to time various alternative courses of action. Such actions may include the acquisition of additional Shares or other securities through open market purchases, privately negotiated transactions, a tender offer, an exchange offer or otherwise. Alternatively, such actions may involve the sale of all or a portion of the Shares or other securities in the open market, in privately negotiated transactions, through a public offering or otherwise. Except as set forth herein, each of the Reporting Person and CSFB LLC has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended to read in its entirety as follows: (a) As of June 23, 2004, the Reporting Person may be deemed to own beneficially an aggregate amount of 1,291,452 Shares, representing 4.8% of the outstanding Shares. All such Shares were held directly by CSFB LLC. To the best knowledge of the Reporting Person, and except as described herein, neither the Reporting Person, CSFBI, CSFB-USA, CSFB LLC, nor, to the best knowledge of the Reporting Person, any other persons listed on Schedules A-1 through A-4 attached hereto, beneficially owns any additional Shares. (b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or direct the disposition of, the Shares referenced in paragraph 5(a), there is shared power to vote, or to direct the vote of, and to dispose of, or to direct the disposition of, such Shares among the Reporting Person, CSFBI, CSFB-USA and CSFB LLC. (c) Schedule B, which is incorporated herein by reference, sets forth the transactions in the Shares effected by the Reporting Person and its subsidiaries during the period beginning June 21, 2004 and ending June 23, 2004, inclusive. (d) No other person is known by the Reporting Person to have the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Person, CSFBI, CSFB-USA or CSFB LLC. (e) The Reporting Person ceased to be the beneficial owner of more than 5% of the Shares as of June 23, 2004. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. 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: June 24, 2004 Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit. By: /s/ Louise Guarneri ---------------------------- Name: Louise Guarneri Title: Director The following Schedules are hereby amended to read in their entirety as follows: SCHEDULE A-1 EXECUTIVE OFFICERS OF THE REPORTING PERSON The following sets forth the name, business address, present principal occupation and citizenship of each executive officer of the Reporting Person. The business address of the Reporting Person is Eleven Madison Avenue, New York, New York 10010.
Name Business Address Title Citizenship - ------------------------ ------------------------ ---------------------------------- -------------- Brian D. Finn Eleven Madison Avenue President, Chief Executive Officer United States New York, NY 10010 John J. Mack Eleven Madison Avenue Chairman, Second Chief Executive United States New York, NY 10010 Officer Bennett J. Goodman Eleven Madison Avenue Chairman and Managing Partner of United States New York, NY 10010 the Alternative Capital Division USA Christopher Carter Eleven Madison Avenue Chairman of Europe Great Britain New York, NY 10010 USA Brady W. Dougan Eleven Madison Avenue Co-President, Institutional United States New York, NY 10010 Securities USA Stephen R. Volk Eleven Madison Avenue Chairman of CSFB United States New York, NY 10010 USA Thomas R. Nides Eleven Madison Avenue Chief Administrative Officer United States New York, NY 10010 USA Richard Edward Thornburgh Eleven Madison Avenue Ex Officio Member of the Operating United States New York, NY 10010 Committee and the Executive Board USA Adebayo Ogunlesi Eleven Madison Avenue Global Head of Investment Banking Nigeria New York, NY 10010 USA Eileen K. Murray Eleven Madison Avenue Head of Global Technology, United States New York, NY 10010 Operations and Product Control USA Gary G. Lynch Eleven Madison Avenue Global General Counsel and Vice United States New York, NY 10010 Chairman to Oversee Research and USA Legal and Compliance Departments Paul Calello Eleven Madison Avenue Chairman and Chief Executive United States New York, NY 10010 Officer of the Asia-Pacific Region USA John A. Ehinger Eleven Madison Avenue Co-Head of the Equity Division United States New York, NY 10010 USA James P. Healy Eleven Madison Avenue Co-Head of the Fixed Income Division United States New York, NY 10010 USA James E. Kreitman One Cabot Square Co-Head of the Equity Division United States London E14 4QJ United Kingdom Jerome C. Wood Eleven Madison Avenue Co-Head of the Fixed Income Division United States New York, NY 10010 USA Barbara A. Yastine Eleven Madison Avenue Chief Financial Officer United States New York, NY 10010 USA Joanne Pace Eleven Madison Avenue Global Head of Human Resources United States New York, NY 10010 USA
SCHEDULE A-2 EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON, INC. The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston, Inc. The business address of Credit Suisse First Boston, Inc. is Eleven Madison Avenue, New York, New York 10010.
Name Business Address Title Citizenship - ----------------------- ------------------------ ---------------------------------- -------------- Brian D. Finn Eleven Madison Avenue President, Chief Executive Officer United States New York, NY 10010 USA Paul C. Wirth Eleven Madison Avenue Managing Director, Chief Accounting Officer United States New York, NY 10010 USA Adebayo O. Ogunlesi Eleven Madison Avenue Managing Director Nigeria New York, NY 10010 USA Brady W. Dougan Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Carlos Onis Eleven Madison Avenue Managing Director United States New York, NY 10010 USA D. Wilson Ervin Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States New York, NY 10010 USA Jeffrey H. Salzman Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Lewis H. Wirshba Eleven Madison Avenue Managing Director and Treasurer United States New York, NY 10010 USA Neil Moskowitz Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Neil Radey Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Robert C. O'Brien Eleven Madison Avenue Managing Director and Chief Credit Officer United States New York, NY 10010 USA Eileen K. Murray Eleven Madison Avenue Managing Director United States York, NY 10010 USA
SCHEDULE A-3 EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON (USA), INC. The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston (USA), Inc. The business address of Credit Suisse First Boston (USA), Inc. is Eleven Madison Avenue, New York, New York 10010.
Name Business Address Title Citizenship - ----------------------- ------------------------ ---------------------------------- -------------- Brian D. Finn Eleven Madison Avenue President, Chief Executive Officer and United States New York, NY 10010 Board Member USA Paul C. Wirth Eleven Madison Avenue Chief Financial and Accounting Officer United States New York, NY 10010 USA Adebayo O. Ogunlesi Eleven Madison Avenue Board Member, Managing Director and Head of Nigeria New York, NY 10010 USA Global Investment Banking USA Eileen K. Murray Eleven Madison Avenue Board Member and Managing Director United States New York, NY 10010 USA Brady W. Dougan Eleven Madison Avenue Head of the Securities Division and Board United States New York, NY 10010 Member USA Andrew B. Federbusch Eleven Madison Avenue New Managing Director United States New York, NY 10010 USA Barbara A. Yastine Eleven Madison Avenue Board Member and Managing Director United States New York, NY 10010 USA Jeffrey H. Salzman Eleven Madison Avenue Managing Director and Head of Private United States New York, NY 10010 Client Services USA D. Wilson Ervin Eleven Madison Avenue Head of Strategic Risk Management United States New York, NY 10010 USA Peter E. Calamari Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States New York, NY 10010 USA Neil Radey Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Lewis H. Wirshba Eleven Madison Avenue Treasurer United States New York, NY 10010 USA Robert C. O'Brien Eleven Madison Avenue Chief Credit Officer United States New York, NY 10010 USA Jerome C. Wood Eleven Madison Avenue Managing Director United States New York, NY 10010 USA Frank J. DeCongelio Eleven Madison Avenue Bank Account Officer and Managing Director United States New York, NY 10010 USA John A. Ehinger Eleven Madison Avenue Managing Director United States New York, NY 10010 USA James P. Healy Eleven Madison Avenue Managing Director United States New York, NY 10010 USA James E. Kreitman One Cabot Square Managing Director United States London E14 4QJ United Kingdom Luther L. Terry, Jr. Eleven Madison Avenue Managing Director United States New York, NY 10010 USA
SCHEDULE A-4 EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON LLC The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of Credit Suisse First Boston LLC. The business address of Credit Suisse First Boston LLC is Eleven Madison Avenue, New York, New York 10010.
Name Business Address Title Citizenship - ----------------------- ------------------------ ---------------------------------- ----------------- David C. Fisher Eleven Madison Avenue Chief Financial Officer and Member United States New York, NY 10010 of the Board of Managers USA John A. Ehinger Eleven Madison Avenue Member of the Board of Managers United States New York, NY 10010 USA Brian D. Finn Eleven Madison Avenue Member of the Board of Managers United States New York, NY 10010 USA Jerome C. Wood Eleven Madison Avenue Member of the Board of Managers United States New York, NY 10010 USA Frank J. DeCongelio Eleven Madison Avenue Head of Operations United States New York, NY 10010 USA Lewis H. Wirshba Eleven Madison Avenue Treasurer United States New York, NY 10010 USA Gary G. Lynch Eleven Madison Avenue Managing Director and General United States New York, NY 10010 Counsel USA
Schedule B Credit Suisse First Boston LLC The following Share trades were effected on the NASDAQ in ordinary trading: DATE BUY/SELL SHARES PRICE --------- ------- ------ ----- 6/21/2004 BUY 100 9.73 6/21/2004 SELL 196 10.00 6/21/2004 BUY 900 9.83 6/21/2004 BUY 300 9.93 6/22/2004 BUY 100 9.71 6/22/2004 SELL 300 9.45 6/22/2004 SELL 700 10.45 6/22/2004 SELL 100 11.45 6/22/2004 BUY 100 9.47 6/22/2004 BUY 300 9.44 6/22/2004 BUY 1,064 9.58 6/23/2004 SELL 1,900 8.49 6/23/2004 SELL 346,563 8.01 6/23/2004 BUY 27,940 7.58 6/23/2004 BUY 200 8.02 6/23/2004 SELL 12,800 7.78 6/23/2004 SELL 1,500 7.80 6/23/2004 SELL 5,300 7.71 6/23/2004 BUY 2,000 7.80 6/23/2004 SELL 7,700 8.45 6/23/2004 BUY 300 8.89 6/23/2004 SELL 400 8.45 6/23/2004 BUY 100 8.14 6/23/2004 BUY 100 7.89 6/23/2004 SELL 105,837 7.66 6/23/2004 SELL 2,000 7.80 -----END PRIVACY-ENHANCED MESSAGE-----