-----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, LGenFMnQIZLD7vfEQb/rHFpxxKRfhNIqWARSqa9KMUC3+hxckjcmLiWlpbvfaQwo H3VrSy/6Wf+KAuirYimI0Q== 0000899140-02-000468.txt : 20020708 0000899140-02-000468.hdr.sgml : 20020708 20020708142625 ACCESSION NUMBER: 0000899140-02-000468 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020708 GROUP MEMBERS: ORACLE ASSOCIATES, LLC GROUP MEMBERS: ORACLE INVESTMENT MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VENTANA MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000893160 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 942976937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48223 FILM NUMBER: 02697752 BUSINESS ADDRESS: STREET 1: 3865 N BUSINESS CENTER DRIVE CITY: TUCSON STATE: AZ ZIP: 85705 BUSINESS PHONE: 5208872155 MAIL ADDRESS: STREET 1: 3865 N BUSINESS CENTER DR CITY: TUCSON STATE: AZ ZIP: 85705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 fvm1067874b.txt AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 Ventana Medical Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 92276H106 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Larry N. Feinberg c/o Oracle Partners, L.P. 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830 (203) 862-7900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Daniel Schloendorn, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 June 28, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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 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 Rule 240.13d-7 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). SCHEDULE 13D - ------------------------ ------------------ CUSIP No. 92276H106 Page 2 of 10 Pages - ------------------------ ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oracle Associates, LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 897,392 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 897,392 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 897,392 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ ------------------ CUSIP No. 92276H106 Page 3 of 10 Pages - ------------------------ ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oracle Investment Management, Inc. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 195,075 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 195,075 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 195,075 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------------ ------------------ CUSIP No. 92276H106 Page 4 of 10 Pages - ------------------------ ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Larry N. Feinberg - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 15,000 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,092,467 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 15,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,092,467 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,107,467 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed with respect to the shares of common stock, $0.001 par value ("Common Stock"), of Ventana Medical Systems, Inc. (the "Company") to amend and restate the Schedule 13D filed with respect to the Common Stock on May 6, 2002 ("Schedule 13D"). Item 1. Security and Issuer. The Company's principal executive office is located at 1910 Innovation Park Drive, Tucson, AZ 85737. Item 2. Identity and Background. (a) This Amendment No. 1 is being filed by: (i) Oracle Associates, LLC, a Delaware limited liability company ("Oracle Associates"), which serves as the general partner of Oracle Partners, L.P., a Delaware limited partnership ("Oracle Partners"), and Oracle Institutional Partners, L.P., a Delaware limited partnership ("Oracle Institutional" and together with Oracle Partners, the "Partnerships"), with respect to shares of Common Stock directly owned by Oracle Partners and Oracle Institutional Partners; (ii) Oracle Investment Management, Inc., a Delaware corporation (the "Investment Manager"), which serves as investment manager to and has investment discretion over the securities held by (A) SAM Oracle Investments Inc., a British Virgin Islands corporation ("SAM Oracle"), (B) Oracle Offshore Limited, a Cayman Islands corporation ("Oracle Offshore" and, together with SAM Oracle, the "Foreign Funds") and (C) Oracle Management, Inc. Employees Retirement Plan (the "Retirement Plan" and, together with the Foreign Funds, the "Managed Funds"), with respect to shares of Common Stock directly owned by SAM Oracle, Oracle Offshore and the Retirement Plan; and (iii) Mr. Larry N. Feinberg ("Mr. Feinberg"), who serves as the senior managing member of Oracle Associates, is the sole shareholder and president of the Investment Manager and is the trustee of The Feinberg Family Foundation (the "Foundation"), with respect to the shares of Common Stock directly owned by himself and by the Foundation and the shares of Common Stock which he may be deemed to beneficially own by virtue of the foregoing relationships. 5 Oracle Associates, the Investment Manager and Mr. Feinberg are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The business address of each of the Reporting Persons is 200 Greenwich Avenue, Greenwich, Connecticut, 06830. (c) The principal business of Oracle Associates is to serve as general partner to and exercise investment discretion over securities held by the Partnerships. The principal business of the Investment Manager is to serve as investment manager to, and exercise investment discretion over securities held by, the Managed Funds and certain other funds or managed accounts. The principal business of Mr. Feinberg is to invest in securities through Oracle Associates, the Investment Manager and certain other entities. (d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been 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. (f) Oracle Associates is organized under the laws of the State of Delaware. The Investment Manager is organized under the laws of the State of Delaware. Mr. Feinberg is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Mr. Feinberg may be deemed to beneficially own 1,107,467 shares of the Company's Common Stock (the "Shares"). The Shares are held by the Partnerships, the Managed Funds, Mr. Feinberg and the Foundation. Mr. Feinberg has investment discretion over the activities of the Partnerships and the Foreign Funds through Oracle Associates and the Investment Manager, respectively, 6 and over the activities of the Foundation as trustee. The Shares were purchased for an aggregate purchase price of $25,917,785.87. The funds for the purchase of those Shares held in the Partnerships came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchase of those Shares held by the Managed Funds came from capital contributions to the Managed Funds by the investors in such funds. The funds for the purchase of those Shares held by the Foundation came from the Foundation's capital. The funds for the purchase of those Shares held by Mr. Feinberg came from Mr. Feinberg's capital. The Shares were purchased through margin accounts maintained with Morgan Stanley which may extend margin credit to the Reporting Persons or persons under their investment discretion as and when required to open or carry positions in these margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. Item 4. Purpose of Transaction. The primary interest of the Reporting Persons is to maximize the value of the Partnerships' and the Foreign Funds' investment in the Company. The Reporting Persons intend to continually review the Company's business affairs, financial position, and future prospects, as well as conditions in the securities markets and general economic and industry conditions. Based on such evaluation, review, and other factors, the Reporting Persons will continue to consider various alternative courses of action and will in the future take such actions with respect to the Partnerships' and the Foreign Funds' investments in the Company as they deem appropriate. Such actions may involve the purchase of additional shares of Common Stock and, alternatively, may involve the sale of all or a portion of the Shares held by the Partnerships, the Managed Funds, Mr. Feinberg and the Foundation in the open market or in privately negotiated transactions to one or more financial or strategic purchasers. As a result of the foregoing, the Reporting Persons' position with respect to the Company may not be considered solely that of passive investors. There can be no assurance, however, that the Reporting Persons will take any of the actions set forth above. 7 Item 5. Interest in Securities of the Issuer. (a) & (b) Ownership and power over disposition: ------------------------------------ A. Oracle Associates ----------------- (a) Amount beneficially owned: 897,392 (b) Percent of class: 5.5% The percentages used herein and in the rest of this Amendment No. 1 are calculated based upon the 16,250,808 shares of Common Stock outstanding as of April 30, 2002, as reported on the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 897,392 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 897,392 B. The Investment Manager ---------------------- (a) Amount beneficially owned: 195,075 (b) Percent of class: 1.2% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 195,075 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 195,075 C. Mr. Feinberg ------------ (a) Amount beneficially owned: 1,107,467 (b) Percent of class: 6.8% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 15,000 (ii) Shared power to vote or direct the vote: 1,092,467 (iii) Sole power to dispose or direct the disposition: 15,000 (iv) Shared power to dispose or direct the disposition: 1,092,467 (c) The transactions in the shares of the Common Stock that may be deemed to be beneficially owned by a Reporting Person during the past 60 days are set forth on Exhibit 1 attached hereto. All such transactions were effected in open market purchases. 8 (d) If the Reporting Persons were to be deemed a group, each Reporting Person may be deemed to have beneficial ownership over the entire number of shares of Common Stock directly owned by the Partnerships and the Foreign Funds. Each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock except to the extent otherwise reported herein. Other than as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, and proceeds from the sale of, the securities reported in this Amendment No. 1. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as otherwise set forth herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Company. Item 7. Material to be Filed as Exhibits. Attached hereto as Exhibit 1 is a description of the transactions in the shares of Common Stock that may be deemed to be beneficially owned by Mr. Feinberg which were effected during the past 60 days. Exhibit 2 is a Joint Filing Agreement by and among the Reporting Persons, dated as of May 3, 2002, incorporated herein by reference to Exhibit 2 of the Schedule 13D, as filed on May 6, 2002. 9 SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 2, 2002 /s/ Larry N. Feinberg ------------------------------ Larry N. Feinberg ORACLE ASSOCIATES, LLC By: /s/ Larry N. Feinberg ------------------------------ Name: Larry N. Feinberg Title: Managing Member ORACLE INVESTMENT MANAGEMENT, INC. By: /s/ Larry N. Feinberg ------------------------------ Name: Larry N. Feinberg Title: President [SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13D WITH RESPECT TO VENTANA MEDICAL SYSTEMS, INC.] EX-1 4 fvm1067874c.txt DESCRIPTION OF TRANSACTIONS Exhibit 1 --------- List of transactions in the Company Common Stock ------------------------------------------------
Amount Amount Person of of Approximate effecting Shares Shares Price per Date transaction Security Bought Sold Share - ------- ----------------- ------------ ------ ------ ----------- 5/08/02 Oracle Associates Common Stock 4,000 25.1975 5/08/02 Oracle Associates Common Stock 14,900 25.1975 5/09/02 Oracle Associates Common Stock 800 24.5500 5/09/02 Oracle Associates Common Stock 3,000 24.5500 5/31/02 Oracle Associates Common Stock 5,000 22.4289 5/31/02 Oracle Associates Common Stock 21,800 22.4289 6/12/02 Oracle Associates Common Stock 5,100 19.6019 6/12/02 Oracle Associates Common Stock 20,000 19.6019 6/14/02 Oracle Associates Common Stock 2,600 20.6810 6/14/02 Oracle Associates Common Stock 10,300 20.6810 6/26/02 Oracle Associates Common Stock 2,600 19.4698 6/26/02 Oracle Associates Common Stock 10,000 19.4698 6/28/02 Oracle Associates Common Stock 4,200 21.2100 6/28/02 Oracle Associates Common Stock 13,500 21.6947 6/28/02 Oracle Associates Common Stock 4,000 21.2340 6/28/02 Oracle Associates Common Stock 16,500 21.2100 6/28/02 Oracle Associates Common Stock 3,500 21.6947 6/28/02 Oracle Associates Common Stock 15,400 21.2340 7/02/02 Oracle Associates Common Stock 4,000 20.2310 7/02/02 Oracle Associates Common Stock 16,000 20.2310 5/08/02 Oracle Investment Common Stock 1,100 25.1975 Management 5/09/02 Oracle Investment Common Stock 200 24.5500 Management 5/31/02 Oracle Investment Common Stock 400 22.4289 Management 6/12/02 Oracle Investment Common Stock 2,800 19.6019 Management 6/12/02 Oracle Investment Common Stock 1,600 19.6019 Management 6/14/02 Oracle Investment Common Stock 1,500 20.6810 Management 6/14/02 Oracle Investment Common Stock 800 20.6810 Management 6/26/02 Oracle Investment Common Stock 1,400 19.4698 Management 6/26/02 Oracle Investment Common Stock 800 19.4698 Management 6/28/02 Oracle Investment Common Stock 1,200 21.2340 Management 6/28/02 Oracle Investment Common Stock 1,900 21.6947 Management 6/28/02 Oracle Investment Common Stock 1,100 21.6947 Management 6/28/02 Oracle Investment Common Stock 1,300 21.2100 Management 7/02/02 Oracle Investment Common Stock 1,500 20.2310 Management
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