-----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, VAOhUFRpjevk+FYLiMvKK7Nf5oC6+olqk5dMixohBmQvd5tLPW0BU22MSGhUqrzi HX0cW0rCEh2xEXLJ+RHX5Q== 0000950157-98-000019.txt : 19980112 0000950157-98-000019.hdr.sgml : 19980112 ACCESSION NUMBER: 0000950157-98-000019 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980109 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONMED CORP CENTRAL INDEX KEY: 0000816956 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 160977505 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39820 FILM NUMBER: 98503406 BUSINESS ADDRESS: STREET 1: 310 BROAD ST CITY: UTICA STATE: NY ZIP: 13501 BUSINESS PHONE: 3157978375 MAIL ADDRESS: STREET 1: 310 BROAD STREET STREET 2: 310 BROAD STREET CITY: UTICA STATE: NY ZIP: 13501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CONMED Corporation -------------------------------------------- (Name of Issuer) Common Stock, $.01 par value -------------------------------------------- (Title of Class of Securities) 20741010 -------------------------------------------- (CUSIP Number) John L. McGoldrick, Esq. Alice C. Brennan, Esq. Senior Vice President, Law and Vice President and Secretary Strategic Planning and General Counsel Bristol-Myers Squibb Company Bristol-Myers Squibb Company 345 Park Avenue 345 Park Avenue New York, NY 10154 New York, NY 10154 (212) 546-4000 (212) 546-4000 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1997 -------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 purposes 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. 20741010 - ------------------------------------------------------------------------------ (1) Name of Reporting Person. I.R.S. Identification No. of Above Person Bristol-Myers Squibb Company 22-079-0350 - ------------------------------------------------------------------------------ (2) Check the Appropriate Box if a Member (a) of a Group (See Instructions) (b) - ------------------------------------------------------------------------------ (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) - ------------------------------------------------------------------------------ (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ Number of Shares (7) Sole Voting Power Beneficially Owned 1,000,000 by Each Reporting --------------------------------------------------- Person With (8) Shared Voting Power --------------------------------------------------- (9) Sole Dispositive Power 1,000,000 --------------------------------------------------- (10) Shared Dispositive Power - ------------------------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 - ------------------------------------------------------------------------------ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (11) Approximately 6.7% - ------------------------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) HC, CO - ------------------------------------------------------------------------------ Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the common stock, par value $.01 per share (the "Common Stock"), of CONMED Corporation, a New York corporation (the "Issuer"), which has its principal executive offices at 310 Broad Street, Utica, New York 13501. Item 2. Identity and Background. This Statement is being filed by Bristol-Myers Squibb Company, a Delaware corporation (the "Company"). The Company conducts its principal business and maintains its principal office at 345 Park Avenue, New York, NY 10154. The Company, through its divisions and subsidiaries, is a major producer and distributor of pharmaceutical products, medical devices, nonprescription health products, toiletries and beauty aides. The name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Company are set forth on Schedule A hereto which is incorporated herein by reference. During the past five years, neither the Company nor, to the best knowledge of the Company, any of its respective executive officers or directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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. Items 3. Source and Amount of Funds or Other Consideration. The Company beneficially owns 1,000,000 shares of Common Stock pursuant to a Warrant to Purchase Common Stock, dated as of December 31, 1997 (the "Warrant"), issued by the Issuer to the Company as a portion of the purchase price paid by the Issuer to the Company in connection with the Issuer's acquisition of Linvatec Corporation, then a wholly owned subsidiary of the Company, and certain related assets on December 31, 1997. The Warrant is exercisable by the Company at any time or times on or after December 31, 1997, but not after 5:00 p.m., New York City time, December 31, 2007 (or such later date as provided in the Warrant) at a current purchase price of $34.23 per share in cash. The number of shares of Common Stock covered by the Warrant and the purchase price per share of Common Stock are each subject to adjustment from time to time pursuant to and in accordance with the terms of the Warrant. Item 4. Purpose of Transaction. On November 26, 1997, the Company and the Issuer entered into a Stock and Asset Purchase Agreement, as amended December 31, 1997 (as so amended, the "Stock and Asset Purchase Agreement"), pursuant to which the Issuer purchased from the Company all of the issued and outstanding shares of capital stock of Linvatec Corporation and certain related assets. Pursuant to the terms of the Stock and Asset Purchase Agreement, the purchase price paid by the Issuer to the Company consisted of both cash consideration and the Warrant. The Warrant is currently exercisable in whole or in part for 1,000,000 shares of Common Stock at a price of $34.23 per share. Certain registration rights are afforded the Company under the terms of the Warrant. The number of shares of Common Stock and the exercise price per share of Common Stock are subject to adjustment for certain: (i) dividends, (ii) subdivisions and combinations of shares of Common Stock, (iii) reclassifications, (iv) distributions to all holders of the Issuer's Common Stock of assets, debt securities or capital stock or any rights, options or warrants to purchase assets, debt securities or capital stock of the Issuer (including distributions of cash, but excluding (a) distributions of rights, options or warrants referred to in clause (v) below, (b) the issuance of any rights issued under a stockholders rights plan adopted by the Issuer's board of directors and (c) certain other exclusions), (v) distributions or issuances of rights, options or warrants to all holders of the Issuer's Common Stock (other than the issuance of rights issued under a stockholders rights plan adopted by the Issuer's board of directors) entitling them to purchase shares of Common Stock at a price per share less than the Current Market Value (as defined in the Warrant) per share as of the record date of such issuance and (vi) consolidations, mergers or reorganizations. Except under certain limited circumstances, any unexercised portion of the Warrant will expire on December 31, 2007. The Warrant and the underlying shares of Common Stock (when issued upon the exercise of the Warrant) were acquired by the Company for investment purposes only. Item 5. Interest in Securities of the Issuer. To the best knowledge of the Company, the Issuer has outstanding 15,003,203 shares of Common Stock. Under the terms of the Warrant, the Company beneficially owns 1,000,000 shares of Common Stock representing approximately 6.7% of the outstanding shares of Common Stock of the Issuer after giving effect to exercise of the Warrant in full. Except as set forth in this Item 5 and on Schedule B attached hereto, which is incorporated herein by reference, neither the Company nor, to the best knowledge of the Company, any of its respective executive officers or directors owns any shares of Common Stock. If the Company were to exercise the Warrant in full (i) the Company would have the sole power to vote or to direct the vote of 1,000,000 shares of Common Stock and (ii) the Company would have the sole power to dispose or direct the disposition of 1,000,000 shares of Common Stock. Except as set forth on Schedule B attached hereto which is incorporated herein by reference, neither the Company nor, to the best knowledge of the Company, any of its respective executive officers or directors has effected any transaction in shares of Common Stock during the past sixty (60) days. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. Except for the Warrant, each of the Company and, to the best knowledge of the Company, its respective executive officers and directors is not a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 1. Stock and Asset Purchase Agreement, dated as of November 26, 1997, between Bristol-Myers Squibb Company and CONMED Corporation for the sale of all of the outstanding Common Stock of Linvatec Corporation and certain related assets. Exhibit 2. Amendment, dated as of December 31, 1997, between Bristol-Myers Squibb Company and CONMED Corporation, to the Stock and Asset Purchase Agreement, dated as of November 26, 19977, between Bristol-Myers Squibb Company and CONMED Corporation. Exhibit 3. Warrant to Purchase Common Stock, dated December 31, 1997, issued by CONMED Corporation to Bristol-Myers Squibb Company covering shares of Common Stock of CONMED Corporation. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 9, 1998 BRISTOL-MYERS SQUIBB COMPANY, BY: /s/ Alice C. Brennan ------------------------------- Name: Alice C. Brennan Title: Vice President and Secretary SCHEDULE A The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of the Company and Bristol-Myers Squibb. Each of the directors and executive officers of the Company and Bristol-Myers Squibb is a citizen of the United States. Each of the Company's executive officer's business address is 345 Park Avenue, New York, New York 10154. Directors of Bristol-Myers Squibb Company Name and Business Address Present Principal Occupation or Employment Charles A. Heimbold, Jr. Chairman of the Board and Chief Executive Bristol-Myers Squibb Company Officer of Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Robert E. Allen Retired Chairman and Chief Executive AT&T Corp. Officer of AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Vance D. Coffman Chief Executive Officer and Vice Chairman Lockheed Martin Corporation of Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, Maryland 20817 Ellen V. Futter President of American Museum The American Museum of Natural History of Natural History Central Park West at 79th Street New York, NY 10024 Louis V. Gerstner, Jr. Chairman and Chief Executive Officer of IBM IBM Corporation Corporation New Orchard Road Armonk, NY 10504 Name and Business Address Present Principal Occupation or Employment Laurie H. Glimcher, M.D. Irene Heinz Given Professor of Immunology Harvard School of Public Health at the Harvard School of Public Health and 651 Huntington Avenue Professor of Medicine at the Harvard Boston, Massachussetts 02115 Medical School John D. Macomber Principal of JDM Investment Group JDM Investment Group 2806 N Street, N.W. Washington, DC 20007 James D. Robinson III President of J.D. Robinson Inc. J.D. Robinson Inc. 126 East 56th Street New York, NY 10022 Andrew C. Sigler Retired Chairman and Chief Executive 1046 Beaver Meadow Road Officer of Champion International Norwich, VT 05055 Corporation Louis W. Sullivan, M.D. President of Morehouse School of Medicine Morehouse School of Medicine 720 Westview Drive, S.W. Atlanta, GA 30310-1495 Kenneth E. Weg Executive Vice President of Bristol-Myers Bristol-Myers Squibb Company Squibb Company and President of Worldwide 345 Park Avenue Medicines Group New York, NY 10154 Executive Officers of Bristol-Myers Squibb Company Name Present Principal Occupation or Employment Charles A. Heimbold, Jr. Chairman of the Board, Chief Executive Officer and Director Hamed M. Abdou President, Technical Operations, Worldwide Pharmaceutical Group Sam L. Barker Executive Vice President, Franchise Management and Strategy, Pharmaceutical Group Harrison M. Bains, Jr. Treasurer and Vice President, Corporate Staff Alice C. Brennan Secretary and Vice President, Corporate Staff Peter R. Dolan President, Pharmaceutical Group, Europe Donald J. Hayden, Jr. President, Intercontinental Division, Worldwide Medicines Group George P. Kooluris Senior Vice President, Corporate Development, Corporate Staff Richard J. Lane President, U.S. Pharmaceuticals John L. McGoldrick Senior Vice President, Law and Strategic Planning, Corporate Staff, and General Counsel Michael F. Mee Chief Financial Officer and Senior Vice President, Corporate Staff Christine A. Poon President, Medical Devices Group Peter S. Ringrose President, Bristol-Myers Squibb Pharmaceutical Research Institute Stephen I. Sadove President, Worldwide Beauty Care & Nutritionals Group Frederick S. Schiff Controller and Vice President, Financial Operations, Corporate Staff John L. Skule Vice President, Public Affairs, Corporate Staff Charles G. Tharp Senior Vice President, Human Resources, Corporate Staff Kenneth E. Weg Executive Vice President, President, Worldwide Medicines Group and Director SCHEDULE B Shares of Common Stock Owned: None. Transactions in Shares of Common Stock during the Last 60 Days: None. EXHIBIT INDEX Exhibit Number Document 1 Stock and Asset Purchase Agreement, dated as of November 26, 1997, between Bristol-Myers Squibb Company and CONMED Corporation for the sale of all of the outstanding Common Stock of Linvatec Corporation and certain related assets. (Incorporated by reference to Exhibit 2.1(a) to CONMED Corporation's Form 8-K dated January 8, 1998 (File No. 0-16093).) 2 Amendment, dated as of December 31, 1997, between Bristol-Myers Squibb Company and CONMED Corporation, to the Stock and Asset Purchase Agreement, dated as of November 26, 1997, between Bristol-Myers Squibb Company and CONMED Corporation. (Incorporated by reference to Exhibit 2.1(b) to CONMED Corporation's Form 8-K dated January 8, 1998 (File No. 0-16093).) 3 Warrant to Purchase Common Stock, dated December 31, 1997, issued by CONMED Corporation to Bristol-Myers Squibb Company covering shares of Common Stock of CONMED Corporation. (Incorporated by reference to Exhibit 4.1 to CONMED Corporation's Form 8-K dated January 8, 1998 (File No. 0-16093).) -----END PRIVACY-ENHANCED MESSAGE-----