-----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, M6il/4y89bsmgFwhXxhtdt4PuWUpW0cirblD0hweTOnf5WBr/31wyL3pXaXGplSa Lxt77ZKrYLoPH+ZGhCk5qg== 0000005187-99-000011.txt : 19990524 0000005187-99-000011.hdr.sgml : 19990524 ACCESSION NUMBER: 0000005187-99-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990521 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYANOTECH CORP CENTRAL INDEX KEY: 0000768408 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 911206026 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38427 FILM NUMBER: 99632171 BUSINESS ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA KONA STATE: HI ZIP: 96740 BUSINESS PHONE: 8083261353 MAIL ADDRESS: STREET 1: 73-4460 QUEEN KAAHUMANU HWY STREET 2: SUITE 102 CITY: KAILUA-KONA STATE: HI ZIP: 96740 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605835 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CYANOTECH CORPORATION (Name of Issuer) Common Stock, par value $.005 per share (Title of Class of Securities) 232 437-2 (CUSIP Number) LOUIS L. HOYNES, JR., ESQ. Senior Vice President and General Counsel American Home Products Corporation 5 Giralda Farms, Madison, N.J. 07940 (973) 660-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 14, 1999 (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 Sections 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 Section 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 232 437-2 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Home Products Corporation ("Parent") Tax I.D. 13-2526821 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) N/A (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 478,000 (held by MDP Holdings, Inc., a subsidiary of American Cyanamid Company ("ACY"), each wholly-owned by Parent) 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 478,000 (held by MDP Holdings, Inc., a subsidiary of American Cyanamid Company ("ACY"), each wholly-owned by Parent) 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 478,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! The Statement on Schedule 13D (the "Original Statement"), dated September 8, 1995, filed by American Home Products Corporation, a Delaware corporation, as amended by Amendment No. 1, dated February 22, 1996, is hereby further amended by this final Amendment No. 2, dated May 21, 1999, to reflect certain changes in the information previously filed relating to the outstanding Common Stock par value $.005 per share (the "Common Stock") of Cyanotech Corporation, a Nevada corporation ("Cyanotech"), which has its principal executive offices 73-4460 Queen Kaahumanu Hwy., Suite 102, Kailua-Kona, Hawaii 96740. Item 2 is hereby amended to deleting the second paragraph thereof and substituting the following language: Parent is one of the world's largest research-based pharmaceutical and health care products companies. It is a leader in the discovery, development, manufacturing and marketing of prescription drugs and over-the-counter medications. It is also a leader in vaccines, biotechnology, agricultural products and animal health care. Item 5 is hereby amended by deleting the initial paragraph and subparagraphs 5(c) and 5(e) and substituting the following: As of May 21, 1999, Parent owns 478,000 shares of Cyanotech Common Stock representing 3.5% of the outstanding Common Stock of Cyanotech. (c) Set forth on Schedule B hereto are descriptions of the sale transactions in Common Stock effected by the Reporting Person in open market transactions between March 18, 1998 and May 18, 1999. (d) Parent ceased to be the beneficial owner of more than 5% of the outstanding Common Stock of Cyanotech as of March 8, 1999 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 21, 1999 AMERICAN HOME PRODUCTS CORPORATION By: /s/ John R. Considine John R. Considine Vice President-Finance Schedule A Executive Officers and Directors of American Home Products Corporation The names and titles of the executive officers and the names of the directors of American Home Products Corporation ("AHP") and their business addresses and principal occupations are set forth below. If no address is given, the director's or executive officer's business address is that of AHP. Unless otherwise indicated, each occupation set forth opposite an individuals name refers to AHP and each individual is a United States citizen. EXECUTIVE OFFICERS Position; Present Principal Occupation - ------------------ -------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer Robert G. Blount Senior Executive Vice President Robert Essner Executive Vice President Joseph J. Carr Senior Vice President Louis L. Hoynes, Jr. Senior Vice President and General Counsel Robert I. Levy Senior Vice President-Science and Technology William J. Murray Senior Vice President David M. Olivier Senior Vice President John R. Considine Vice President-Finance Paul R. Jones Vice President and Comptroller Rene R. Lewin Vice President-Human Resources Thomas M. Nee Vice President-Taxes DIRECTORS Position; Present Principal Occupation - ----------- -------------------------------------- Clifford L. Alexander, Jr President of Alexander & Associates, 400 C Street, NE Inc. (consulting firm specializing in Washington, D.C. 20002 Workforce Inclusiveness) Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation of The Hearst Corporation 959 Eighth Avenue (owns and operates communications New York, New York 10019 media) Robert G. Blount Listed above Robert Essner Listed above John D. Feerick Dean, Fordham University Fordham University School of Law since 1982 School of Law 140 West 62nd Street New York, New York 10023 John P. Mascotte President and Chief Executive 2301 Main Street Officer, Blue Cross Blue Shield Eighth Floor of Kansas City, Inc. Kansas City Missouri 64108 Mary Lake Polan, Department Chair and Professor, M.D., Ph.D Stanford University School of Stanford University Medicine School of Medicine 100 Pasteur Drive Stanford, CA 94305 Ivan G. Seidenberg Chairman, and Bell Atlantic Chief Executive Officer, Corporation Bell Atlantic Corporation 1095 Avenue of the (telecommunications company) Americas New York, New York 10036 John R. Stafford Listed above John R. Torell III Chairman, Torell Management Inc. Torell Management Inc. (financial advisory company) 767 Fifth Avenue 46th Floor New York, New York 10153 Schedule B
Number of Sale Trade Date Shares Sold Price 08-Mar-98 10,000 $2.94 08-Mar-99 20,000 $1.02 11-Mar-99 5,730 $1.00 12-Mar-99 7,500 $1.00 15-Mar-99 11,000 $1.00 18-Mar-99 5,500 $1.00 05-Apr-99 5,000 $1.00 11-May-99 32,000 $1.14 12-May-99 8,000 $1.00 13-May-99 2,000 $1.00 14-May-99 93,000 $1.00 17-May-99 20,000 $1.03 18-May-99 2,000 $1.13
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