-----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, BaXMcSnbkyPR21Xv7iK0RG86O+hC0fTn3QxYQJQswjin3tNv1gNhamU2+fmdLNq9 XSw2OWHXuJlm6HgVRQLsFA== 0000950116-03-000144.txt : 20030123 0000950116-03-000144.hdr.sgml : 20030123 20030123170045 ACCESSION NUMBER: 0000950116-03-000144 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030123 GROUP MEMBERS: ANTHONY J. DIMUN GROUP MEMBERS: BIONIX, B.V. GROUP MEMBERS: DAVID H. MACCALLUM GROUP MEMBERS: DAVID J. BERSHAD GROUP MEMBERS: DREW KARAZIN GROUP MEMBERS: GERARD S. CARLOZZI GROUP MEMBERS: MARRKU TAMMINMAKI GROUP MEMBERS: PERTTI TORMALA GROUP MEMBERS: PERTTI VIITANEN GROUP MEMBERS: TERRY D. WALL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIONX IMPLANTS INC CENTRAL INDEX KEY: 0001030418 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 223458598 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50957 FILM NUMBER: 03522761 BUSINESS ADDRESS: STREET 1: 1777 SENTRY PARKWAY WEST CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 6102960919 MAIL ADDRESS: STREET 1: 279B GREAT VALLEY PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: BIONIX INC DATE OF NAME CHANGE: 19970109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALL TERENCE D CENTRAL INDEX KEY: 0001027497 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: VITAL SIGNS INC STREET 2: 20 CAMPUS ROAD CITY: TOTOWA STATE: NJ ZIP: 07512 MAIL ADDRESS: STREET 1: DIALOGIC CORP STREET 2: 1515 ROUTE 10 CITY: PARSIPPANY STATE: NJ ZIP: 07054 SC 13D 1 sc13d.txt SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BIONX IMPLANTS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.0019 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 09064Q106 - -------------------------------------------------------------------------------- (CUSIP Number) Gerard S. Carlozzi, President and CEO Bionx Implants, Inc. 1777 Sentry Parkway West, Suite 400 Blue Bell, Pennsylvania 19422 (215) 643-5000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 13, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G 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. |X| 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 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). Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Bionix, B.V. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: The Netherlands - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -2- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Terry D. Wall - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -3- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Gerard S. Carlozzi - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -4- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): David J. Bershad - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -5- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Anthony J. Dimun - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -6- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): David H. MacCallum - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -7- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Pertti Tormala - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Finland - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -8- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Pertti Viitanen - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Finland - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -9- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Drew Karazin - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States of America - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -10- Cusip No. 09064Q106 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Marrku Tamminmaki - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) (b) |X| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Finland - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: * Shares -------------------------------------------- Beneficially 8. Shared Voting Power: 5,519,403* Owned by -------------------------------------------- Each 9. Sole Dispositive Power: * Reporting -------------------------------------------- Person With 10. Shared Dispositive Power: 5,519,403* -------------------------------------------- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,519,403* - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 51.2%* - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): IN - -------------------------------------------------------------------------------- * All of the subject shares may be deemed to be beneficially owned, for the purposes of Section 13(d) of the Act, by the Reporting Person by virtue of the Voting Agreement (as defined herein) referred to in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission by the Reporting Person that it is, for the purposes of Section 13(d) of the Act, the beneficial owner of the subject shares as to which it does not have sole voting or dispositive power. -11- Item 1. Security and Issuer. This statement relates to the common stock, par value $0.0019 per share (the "Share" or "Shares"), of Bionx Implants, Inc., a Pennsylvania corporation ("Bionx" or the "Issuer"). The principal executive offices of Bionx are located at 1777 Sentry Parkway West, Gwynned Hall, Suite 400, Blue Bell, PA 19422. Item 2. Identity and Background. This statement is being filed by Bionix, B.V. ("B.V."), Terry D. Wall ("Mr. Wall"), Gerard S. Carlozzi ("Mr. Carlozzi"), David J. Bershad ("Mr. Bershad"), Anthony J. Dimun ("Mr. Dimun"), David H. MacCallum ("Mr. MacCallum"), Pertti Tormala ("Mr. Tormala"), Pertti Viitanen ("Mr. Viitanen"), Drew Karazin ("Mr. Karazin") and Marrku Tamminmaki ("Mr. Tamminmaki") (collectively, the "Reporting Persons"). (a) - (b) B.V. is a Netherlands corporation. The address of its principal office and principal place of business is c/o Bionx Implants, Inc., 1777 Sentry Parkway West, Gwynned Hall, Suite 400, Blue Bell, PA 19422. B.V. is a holding company. Its only asset is the 2,588,254 Shares it holds. Mr. Wall is a director of the Issuer, and the President, Chief Executive Officer and a director of Vital Signs, Inc. Mr. Wall's business address is c/o Vital Signs, Inc., 20 Campus Road, Totowa, New Jersey 07512. Mr. Carlozzi is the President, Chief Executive Officer and a director of the Issuer. Mr. Carlozzi's business address is c/o Bionx Implants, Inc., 1777 Sentry Parkway West, Gwynned Hall, Suite 400, Blue Bell, PA 19422. Mr. Bershad is a director of the Issuer, and a Senior Partner of Milberg Weiss Bershad Hynes & Lerach LLP. Mr. Bershad's business address is c/o Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, 49th Floor, New York, New York 10119-0165. Mr. Dimun is a director of the Issuer, and Chairman of Nascent Enterprises and Strategic Concepts LLC. Mr. Dimun's business address is c/o Nascent Enterprises and Strategic Concepts LLC, 46 Parsonage Hill Road, Short Hills, New Jersey 07078. Mr. MacCallum is a director of the Issuer, and the Managing Partner of Outer Islands Capital, L.P. Mr. MacCallum's business address is c/o Outer Islands Capital, L.P., CitiCorp Center, 153 East 53rd Street, 48th Floor, New York, New York 10022. Mr. Tormala is the Executive Vice President of Research and Development and a director of the Issuer. Mr. Tormala's business address is c/o Bionx Implants, Inc., 1777 Sentry Parkway West, Gwynned Hall, Suite 400, Blue Bell, PA 19422. Mr. Viitanen is the Managing Director of the Issuer's Finnish subsidiary. Mr. Viitanen's business address is c/o Bionx Implants, Inc., 1777 Sentry Parkway West, Gwynned Hall, Suite 400, Blue Bell, PA 19422. -12- Mr. Karazin is the Chief Financial Officer of the Issuer. Mr. Karazin's business address is c/o Bionx Implants, Inc., 1777 Sentry Parkway West, Gwynned Hall, Suite 400, Blue Bell, PA 19422. Mr. Tamminmaki is an inventor. Mr. Tamminmaki's residence address is Kukkolankatu 23 B 12, FIN-33400 Tampere, Finland. A joint filing agreement of the Reporting Persons is attached hereto as Exhibit 5. (c) The name, business address and principal occupation of each executive officer and director of B.V. are set forth in Exhibit 1 hereto and incorporated herein by reference. (d) During the last five years, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named in Exhibit 1 hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any person named in Exhibit 1 hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity 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) Messrs. Wall, Carlozzi, Bershad, Dimun, MacCallum and Karazin are each citizens of the United States. Messrs. Tormala, Viitanen and Tamminmaki are each citizens of Finland. Item 3. Source and Amount of Funds or Other Consideration. As an inducement for CONMED Corporation ("CONMED") to enter into an Agreement and Plan of Merger, dated as of January 13, 2003, by and among CONMED, a New York Corporation, Arrow Merger Corporation, a wholly owned subsidiary of CONMED ("Merger Sub"), and Bionx (the "Merger Agreement"), a copy of which is included as Exhibit 2, CONMED and the Reporting Persons entered into the Voting Agreement, dated as of January 13, 2003 (the "Voting Agreement"), a copy of which is included as Exhibit 3. As a result of the terms of the Merger Agreement and the Voting Agreement, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 5,519,403 Shares. Item 4. Purpose of Transaction. On January 13, 2003, CONMED and Bionx jointly announced that they had entered into the Merger Agreement, dated as of January 13, 2003, pursuant to which Merger Sub, a wholly owned subsidiary of CONMED, will merge with and into Bionx (the "Merger"), and Bionx will become a wholly owned subsidiary of CONMED. -13- In connection with the Merger, each outstanding Share will be converted into the right to receive $4.35 in cash, without interest (the "Merger Consideration"). In addition, immediately prior to the consummation of the Merger (the "Effective Time"), each unexercised and unexpired option to purchase the Shares will become exercisable and vested with respect to all of the Shares subject to such option, and will be canceled (except to the extent that such cancellation is not permitted under the terms of Issuer's Investment Plan). Each former holder of any such canceled option will be entitled to receive, in consideration of the cancellation, a cash payment equal to the product of (a) the total number of Shares previously subject to that option and (b) the excess, if any, of the Merger Consideration over the exercise price per Share of that option. The aggregate consideration for the Merger will be approximately $48 million. To the extent that the number of Shares outstanding changes as a result of the exercise of options, the aggregate consideration will change accordingly. A copy of the Merger Agreement is included as Exhibit 2 and is incorporated herein by reference. In connection with the Merger, CONMED and Messrs. Wall, Carlozzi, Bershad Dimun, MacCallum, Tormala, Viitanen, Karazin and Tamminmaki (collectively, the "Stockholders", and each, individually, a "Stockholder") entered into the Voting Agreement, dated as of January 13, 2003, pursuant to which the Stockholders, who beneficially own 5,519,403 Shares in the aggregate, representing 51.2% of the total outstanding Shares, agreed, among other things, (i) to vote all Shares held or owned, including any shares of which a Stockholder becomes the record holder or acquires beneficial ownership after entering into the Voting Agreement, in favor of the adoption of the Merger Agreement and the consummation of the Merger and other transactions contemplated by the Merger Agreement (collectively, the "Merger Transactions") or against any alternative proposal or offer with respect to a transaction involving Bionx or any of its subsidiaries but not involving CONMED, and (ii) if directed by CONMED, to take or cause to be taken such actions under the by-laws of Bionx as are required to call a special meeting of the stockholders of Bionx in order to vote on the Merger Transactions. The Voting Agreement will terminate upon the earliest to occur of (i) the termination of the Merger Agreement, (ii) the consummation of the Merger as provided in the Merger Agreement, and (iii) January 13, 2004. A copy of the Voting Agreement is included as Exhibit 3 and is incorporated herein by reference. In addition to the Voting Agreement, CONMED has entered into a Guarantee Agreement, dated as of January 13, 2003 (the "Guarantee Agreement"), with B.V. and Messrs. Tormala, Bershad, Dimun and Wall (Messrs. Bershad, Dimun and Wall are hereinafter collectively referred to as "Guarantors") pursuant to which B.V. has agreed not to transfer, sell, dispose of or otherwise encumber any of the Shares held of record by B.V. until the Guarantee Agreement is terminated in accordance with its terms. In addition, in connection with 1,028,080 Shares held by B.V. for the benefit of Mr. Tormala that have been pledged as collateral by B.V. to secure its obligations under a promissory note, dated July 1, 2001, in the principal amount of $1,100,000 (the "Demand Note"), (i) B.V. has agreed to make all required payments under the Demand Note and not to take, or omit to take, any action that would give rise to an event of default under the Demand Note, and (ii) Mr. Tormala and each of the Guarantors has agreed (a) to timely make all required payments under the Demand Note to the extent any such payments are not made by B.V., and (b) not to take, or omit to take, any action that would give rise to an event of default under the Demand Note. -14- The Guarantee Agreement will terminate upon the earliest to occur of (i) the termination of the Merger Agreement and (ii) the consummation of the Merger as provided in the Merger Agreement. A copy of the Guarantee Agreement is included as Exhibit 4 and is incorporated herein by reference. References to, and descriptions of the Merger Agreement, the Voting Agreement and the Guarantee Agreement as set forth herein are qualified in their entirety by reference to the copies of the Merger Agreement, the Voting Agreement and the Guarantee Agreement included as Exhibits 2, 3 and 4 hereto. Item 5. Interest in Securities of the Issuer. (a) -(b) By virtue of the Voting Agreement, the Reporting Persons may be deemed to share the power to vote the 5,519,403 Shares subject to the Voting Agreement, representing approximately 51.2% of the 10,773,397 Shares outstanding as of January 13, 2003, as represented by Bionx in the Merger Agreement. The Reporting Persons also agreed in the Voting Agreement not to voluntarily transfer, sell, offer, tender, pledge or otherwise dispose of or encumber any of their Shares. Each of the Reporting Persons expressly disclaims any beneficial ownership of the Shares subject to the Voting Agreement, to which it does not have sole voting or dispositive power, and the filing of this Schedule 13D shall not be construed as an admission by any of the Reporting Persons that it is, for purposes of Section 13(d) of the Act, the beneficial owner of Shares of the Issuer owned by other parties. B.V. may be deemed to beneficially own 2,588,254 Shares of the Issuer, representing approximately 24.0% of the outstanding Shares of the Issuer. Mr. Wall may be deemed to beneficially own 3,203,809 Shares of the Issuer, representing approximately 29.7% of the outstanding Shares of the Issuer, held as follows: 484,421 Shares represent Mr. Wall's proportionate equity interest in the Shares held by B.V., and 2,719,388 Shares are held in an investment partnership. Mr. Carlozzi may be deemed to beneficially own 7,552 Shares of the Issuer, representing approximately 0.1% of the outstanding Shares of the Issuer. The 7,552 Shares are owned individually by Mr. Carlozzi. Mr. Bershad may be deemed to beneficially own 517,477 Shares of the Issuer, representing approximately 4.8% of the outstanding Shares of the Issuer, held as follows: 135,055 Shares are owned individually, 50,736 Shares represent Mr. Bershad's proportionate equity interest in the Shares held by B.V., and 331,686 Shares are held in a family partnership. -15- Mr. Dimun may be deemed to beneficially own 288,738 Shares of the Issuer, representing approximately 2.7% of the outstanding Shares of the Issuer, held as follows: 60,975 Shares are owned individually, 34,679 Shares represent Mr. Dimun's proportionate equity interest in the Shares held by B.V., 134,210 Shares are held in a family partnership, and 58,874 are held in a profit sharing plan. Mr. MacCallum may be deemed to beneficially own 141,366 Shares of the Issuer, representing approximately 1.3% of the outstanding Shares of the Issuer, held as follows: 114,466 Shares are owned individually and 26,900 Shares represent Mr. MacCallum's proportionate equity interest in the Shares held by B.V. Mr. Tormala may be deemed to beneficially own 1,028,080 Shares of the Issuer, representing approximately 9.5% of the outstanding Shares of the Issuer, held as follows: 2,000 Shares are held by Mr. Tormala's spouse and 1,026,080 Shares represent Mr. Tormala's proportionate equity interest in the Shares held by B.V. Mr. Viitanen may be deemed to beneficially own 145,779 Shares of the Issuer, representing approximately 1.4% of the outstanding Shares of the Issuer. The 145,779 Shares represent Mr. Viitanen's proportionate equity interest in the Shares held by B.V. Mr. Karazin may be deemed to beneficially own 22,123 Shares of the Issuer, representing approximately 0.2% of the outstanding Shares of the Issuer. The 22,123 Shares are owned individually by Mr. Karazin. Mr. Tamminmaki may be deemed to beneficially own 164,479 Shares of the Issuer, representing approximately 1.5% of the outstanding Shares of the Issuer. The 164,479 Shares represent Mr. Tamminmaki's proportionate equity interest in the Shares held by B.V. Each of the Reporting Persons' holdings listed in Item 5 of this Schedule 13D exclude stock options held by such Reporting Persons with respect to Shares of the Issuer. In connection with the Merger, immediately prior to the consummation of the Merger, each unexercised and unexpired option to purchase the Shares will become exercisable and vested with respect to all of the Shares subject to such option, and will be canceled (except to the extent that such cancellation is not permitted under the terms of Issuer's Investment Plan). Each former holder of any such canceled option will be entitled to receive, in consideration of the cancellation, a cash payment equal to the product of (a) the total number of Shares previously subject to that option and (b) the excess, if any, of the Merger Consideration over the exercise price per Share of that option. (c) Other than as set forth in this Schedule 13D, as of the date hereof, there have been no transactions in the Shares effected during the past 60 days by the Reporting Persons nor, to the knowledge of the Reporting Persons, by any subsidiary or affiliate of the Reporting Persons or any person named in Exhibit 1. (d) Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Exhibit 1 has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, the Shares of the Issuer. -16- (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person named in Exhibit 1 is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 1 Name, business address and principal occupation of each executive officer and director of B.V. Exhibit 2 Agreement and Plan of Merger, dated as of January 13, 2003, by and among CONMED, Arrow Merger Corporation and Bionx, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, dated January 13, 2003, filed by Bionx with the SEC on January 14, 2003. Exhibit 3 Voting Agreement, dated as of January 13, 2003, by and among CONMED and the Stockholders named therein, incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, dated January 13, 2003, filed by Bionx with the SEC on January 14, 2003. Exhibit 4 Guarantee Agreement, dated as of January 13, 2003, by and among CONMED, B.V., Tormala, Bershad, Dimun and Wall. Exhibit 5 Joint Filing Agreement, dated as of January 23, 2003, by and among B.V., Messrs. Wall, Carlozzi, Bershad, Dimun, MacCallum, Tormala, Viitanen, Karazin and Tamminmaki. -17- Signature --------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. January 23, 2003 BIONIX, B.V. By: /s/ Gerard S. Carlozzi --------------------------- Name: Gerard S. Carlozzi Title: Managing Director /s/ Terry D. Wall -------------------------------- Terry D. Wall /s/ Gerard S. Carlozzi -------------------------------- Gerard S. Carlozzi /s/ David J. Bershad -------------------------------- David J. Bershad /s/ Anthony J. Dimun -------------------------------- Anthony J. Dimun /s/ David H. MacCallum -------------------------------- David H. MacCallum /s/ Pertti Tormala -------------------------------- Pertti Tormala /s/ Pertti Viitanen -------------------------------- Pertti Viitanen /s/ Drew Karazin -------------------------------- Drew Karazin /s/ Marrku Tamminmaki -------------------------------- Marrku Tamminmaki Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). -18- EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 1 Name, business address and principal occupation of each executive officer and director of B.V. Exhibit 2 Agreement and Plan of Merger, dated as of January 13, 2003, by and among CONMED, Arrow Merger Corporation and Bionx, incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, dated January 13, 2003, filed by Bionx with the SEC on January 14, 2003. Exhibit 3 Voting Agreement, dated as of January 13, 2003, by and among CONMED and the Stockholders named therein, incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, dated January 13, 2003, filed by Bionx with the SEC on January 14, 2003. Exhibit 4 Guarantee Agreement, dated as of January 13, 2003, by and among CONMED, B.V., Tormala, Bershad, Dimun and Wall. Exhibit 5 Joint Filing Agreement, dated as of January 23, 2003, by and among B.V., Messrs. Wall, Carlozzi, Bershad, Dimun, MacCallum, Tormala, Viitanen, Karazin and Tamminmaki. -19- EX-1 3 ex-1.txt EXHIBIT 1 Exhibit 1 Directors and Executive Officers of Bionix, B.V. as of January 13, 2003 The name, position, principal occupation and business address of each executive officer and director of Bionix, B.V. is set forth below.
- ------------------------------ --------------------------- --------------------------- ---------------------------------- Name Position with B.V. Principal Occupation Business Address - ------------------------------ --------------------------- --------------------------- ---------------------------------- Anthony J. Dimun Managing Director Chairman of Nascent c/o Nascent Enterprises and Enterprises and Strategic Strategic Concepts LLC Concepts LLC 46 Parsonage Hill Road Short Hills, NJ 07078 - ------------------------------ --------------------------- --------------------------- ---------------------------------- David H. MacCallum Managing Director Managing Partner of Outer c/o Outer Islands Capital, L.P. Islands Capital, L.P. CitiCorp Center 153 East 53rd St., 48th Fl. New York, NY 10022 - ------------------------------ --------------------------- --------------------------- ---------------------------------- David J. Bershad Managing Director Senior Partner of Milberg c/o Milberg Weiss Bershad Hynes & Weiss Bershad Hynes & Lerach LLP Lerach LLP One Pennsylvania Plaza, 49th Floor New York, NY 10119-0165 - ------------------------------ --------------------------- --------------------------- ---------------------------------- Pertti Tormala Managing Director Executive Vice President c/o Bionx Implants, Inc. of Research and 1777 Sentry Parkway West Development of Bionx Gwynned Hall, Suite 400 Blue Bell, PA 19422 - ------------------------------ --------------------------- --------------------------- ---------------------------------- Pentti Rokkanen Managing Director Emeritus Professor, Retired c/o Bionx Implants, Inc. 1777 Sentry Parkway West Gwynned Hall, Suite 400 Blue Bell, PA 19422 - ------------------------------ --------------------------- --------------------------- ---------------------------------- Pertti Viitanen Managing Director Managing Director of c/o Bionx Implants, Inc. Bionx' Finnish subsidiary 1777 Sentry Parkway West Gwynned Hall, Suite 400 Blue Bell, PA 19422 - ------------------------------ --------------------------- --------------------------- ---------------------------------- Michael J. O'Brien Managing Director Unknown c/o Bionx Implants, Inc. 1777 Sentry Parkway West Gwynned Hall, Suite 400 Blue Bell, PA 19422 - ------------------------------ --------------------------- --------------------------- ---------------------------------- Gerard S. Carlozzi Managing Director President and Chief c/o Bionx Implants, Inc. Executive Officer of Bionx 1777 Sentry Parkway West Gwynned Hall, Suite 400 Blue Bell, PA 19422 - ------------------------------ --------------------------- --------------------------- ----------------------------------
EX-4 4 ex-4.txt EXHIBIT 4 Exhibit 4 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of January 13, 2003 (this "Agreement"), among CONMED Corporation, a New York corporation ("CONMED"), Bionix, B.V., a Netherlands corporation ("BV"), Pertti Tormala ("Tormala"), David J. Bershad ("Bershad"), Anthony J. Dimun ("Dimun") and Terence D. Wall ("Wall"). Bershad, Dimun and Wall are hereinafter individually referred to as a "Guarantor" and collectively as the "Guarantors". WHEREAS, concurrently with the execution and delivery of this Agreement, CONMED and its wholly owned subsidiary, Arrow Merger Corporation, a Pennsylvania corporation ("Merger Sub"), have executed and delivered an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), with Bionx Implants, Inc., a Pennsylvania corporation ("Bionx"), which provides, among other things, that Merger Sub will merge with and into the Company pursuant to the merger contemplated by the Merger Agreement (the "Merger"); WHEREAS, concurrently with the execution and delivery of this Agreement, CONMED and certain stockholders of Bionx have executed and delivered a Voting Agreement, dated as of the date hereof (the "Voting Agreement"), governing the voting of shares of common stock, par value $.0019 per share, of Bionx (the "Company Common Stock") held by such stockholders in connection with the Merger; WHEREAS, BV is party to the Amended and Restated Demand Promissory Note, dated July 1, 2000 (the "Demand Note"), with Brown Brothers Harriman & Co. (the "Bank") pursuant to which BV has promised upon demand to pay to the order of the Bank the principal sum of $1,100,000 (the "Liability"), together with interest thereon as provided under the Demand Note; WHEREAS, pursuant to the Amended and Restated Security Agreement, dated July 1, 2000, between BV and the Bank, the Demand Note is collateralized by a pledge of 1,072,037 shares of Company Common Stock held by BV for the benefit of Tormala (the "Collateral"); WHEREAS, Tormala is party to the Amended and Restated Limited Suretyship Agreement, dated July 1, 2000, in favor of the Bank and for the benefit of BV, pursuant to which the Bank may recover from Tormala the full amount of the Liability in the event that any Event of Default (as defined in the Demand Note) shall have occurred and be continuing; WHEREAS, the Guarantors are party to the Amended and Restated Limited Suretyship Agreement, dated July 1, 2000, in favor of the Bank and for the benefit of Tormala, pursuant to which the Bank may recover from the Guarantors the full amount of the Liability in the event that any amount due in respect of the Liability is not paid when due; and -1- WHEREAS, to ensure that the none of the Collateral nor any part thereof is transferred, sold or otherwise disposed of by the Bank prior to the Effective Time (as defined in the Merger Agreement), CONMED wishes BV, Tormala and the Guarantors to enter into this Agreement. NOW, THEREFORE, in consideration of the premises, and of the covenants and agreements contained herein, the parties hereto hereby agree as follows: 1. Payments by BV. BV hereby agrees, for the benefit of CONMED, to timely make all required payments under the Demand Note and not to take, or omit to take, any action that would give rise to an Event of Default (as defined in the Demand Note). 2. Payments by Tormala and the Guarantors. Tormala and each of the Guarantors hereby agrees, for the benefit of CONMED, (a) to timely make all required payments under the Demand Note to the extent that any such payments are not made by BV and (ii) not to take, or omit to take, any action that would give rise to an Event of Default (as defined in the Demand Note). 3. Transfer of Company Common Stock. From and after the date hereof and until the date this Agreement shall be terminated in accordance with its terms, BV agrees not to voluntarily transfer, sell, offer, tender, pledge (other than any existing pledge pursuant to the Amended and Restated Shareholders' Agreement, dated as of October 1, 1998, by and among BV and each of the shareholders set forth therein) or otherwise dispose of or encumber any of the Company Common Stock held of record by BV. 4. Termination. This Agreement shall terminate upon the earliest to occur of (i) the termination of the Merger Agreement and (ii) the Effective Time (as defined in the Merger Agreement). 5. Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. 6. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. [SIGNATURE PAGE FOLLOWS] -2- IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by duly authorized officers of the parties hereto as of the date hereof. CONMED CORPORATION By: /s/ Heather L. Cohen -------------------------------- Name: Heather L. Cohen Title: Assistant Secretary BIONIX, B.V. By: /s/ Gerard S. Carlozzi -------------------------------- Name: Gerard S. Carlozzi Title: Managing Director /s/ Pertti Tormala -------------------------------- Pertti Tormala /s/ David J. Bershad -------------------------------- David J. Bershad /s/ Anthony J. Dimun -------------------------------- Anthony J. Dimun /s/ Terence D. Wall -------------------------------- Terence D. Wall -3- EX-5 5 ex-5.txt EXHIBIT 5 Exhibit 5 SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. * * * * * * IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as of January 23, 2003. BIONIX, B.V. By: /s/ Gerard S. Carlozzi ------------------------------- Name: Gerard S. Carlozzi Title: Managing Director /s/ Terry D. Wall ------------------------------- Terry D. Wall /s/ Gerard S. Carlozzi ------------------------------- Gerard S. Carlozzi /s/ David J. Bershad ------------------------------- David J. Bershad /s/ Anthony J. Dimun ------------------------------- Anthony J. Dimun /s/ David H. MacCallum ------------------------------- David H. MacCallum /s/ Pertti Tormala ------------------------------- Pertti Tormala /s/ Pertti Viitanen ------------------------------- Pertti Viitanen /s/ Drew Karazin ------------------------------- Drew Karazin /s/ Marrku Tamminmaki ------------------------------- Marrku Tamminmaki -----END PRIVACY-ENHANCED MESSAGE-----