-----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, AAOa4CLn+S8dHu1jM9vkxlwYhYBuFXuXoKSBmi75IoidINCloh3WMMn0IBB2Uk5w DMNZf83/rnwpD3Kg58esbQ== 0000950131-98-005212.txt : 19980916 0000950131-98-005212.hdr.sgml : 19980916 ACCESSION NUMBER: 0000950131-98-005212 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980915 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 13G SEC ACT: SEC FILE NUMBER: 005-51875 FILM NUMBER: 98709774 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 13G 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 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CERUS CORPORATION --------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value per share --------------------------------------------- (Title of Class of Securities) 157085 10 1 --------------------------------------------- (CUSIP Number) July 21, 1998 --------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) *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 6 Pages CUSIP No. 157085 10 1 13G Page 2 of 6 Pages - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) BAXTER HEALTHCARE CORPORATION I.R.S. Identification Number: 36-2999006 BAXTER INTERNATIONAL INC. I.R.S. Identification Number: 36-0781620 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of Shares (5) Sole Voting Power Beneficially Owned -0- by Each Reporting ------------------------------------------------------- Person With (6) Shared Voting Power 1,617,425 ------------------------------------------------------- (7) Sole Dispositive Power -0- ------------------------------------------------------- (8) Shared Dispositive Power 1,617,425 - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,617,425 - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9) 18.1% - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 157085 10 1 13G Page 3 of 6 Pages This Schedule 13G 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, of Cerus Corporation, a Delaware corporation. This Schedule does not report any change in beneficial ownership and is filed only to report that Purchaser holds the Shares as a passive investor pursuant to Rule 13d-1(c). Item 1(a). Name Of Issuer: Cerus Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 2525 Stanwell Drive Concord, California 94520 Item 2(a). Name of Person Filing: 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 ("Parent"). Item 2(b). Address of Principal Business Office or, if none, Residence: One Baxter Parkway Deerfield, Illinois 60015 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common stock, $0.001 par value per share, of Cerus Corporation Item 2(e). CUSIP Number: 157085 10 1 CUSIP No. 157085 10 1 13G Page 4 of 6 Pages Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether filing person is a: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (d) [ ] Investment company registered under Section 8 of the Investment Company Act (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J) If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. Ownership This Schedule does not report any change in beneficial ownership and is filed only to report that Purchaser holds the Shares as a passive investor pursuant to Rule 13d-1(c). (a) Amount Beneficially Owned: 1,617,425 (b) Percent of Class: 18.1% (c) Number of shares as to which the person has: (i) sole power to vote or direct the vote: -0- (ii) shared power to vote or direct the vote: 1,617,425 (iii) sole power to dispose or to direct the disposition of: -0- CUSIP No. 157085 10 1 13G Page 5 of 6 Pages (iv) shared power to dispose or to direct the disposition of: 1,617,425 Item 5. Ownership of Five Percent or Less of a Class. If this Schedule is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent on the class of securities, check the following box. [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, each of Purchaser and Parent certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 157085 10 1 13G Page 6 of 6 Pages Signature. After reasonable inquiry and to the best of their knowledge and belief, each of Purchaser and Parent certifies that the information set forth in this statement is true, complete and correct. Date: September 15, 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-----