-----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, C+yxf1eUQP56Gv0/WKmuzop/e6ux65MUIqiq0sG7ShwKB9tZ6v0bXrojrCjCBHUe RIRGBSuNx8wTwQWfit3J6g== 0001209191-07-043286.txt : 20070720 0001209191-07-043286.hdr.sgml : 20070720 20070720113934 ACCESSION NUMBER: 0001209191-07-043286 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070710 FILED AS OF DATE: 20070720 DATE AS OF CHANGE: 20070720 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEW BRUNSWICK SCIENTIFIC CO INC CENTRAL INDEX KEY: 0000071241 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 221630072 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 44 TALMADGE RD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 BUSINESS PHONE: 732-287-1200 MAIL ADDRESS: STREET 1: 44 TALMADGE ROAD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eppendorf AG CENTRAL INDEX KEY: 0001406542 STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06994 FILM NUMBER: 07990586 BUSINESS ADDRESS: STREET 1: BARKHAUSENWEG 1 CITY: HAMBURG STATE: 2M ZIP: 22339 BUSINESS PHONE: 0114940538010 MAIL ADDRESS: STREET 1: BARKHAUSENWEG 1 CITY: HAMBURG STATE: 2M ZIP: 22339 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eppendorf INC CENTRAL INDEX KEY: 0001406539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06994 FILM NUMBER: 07990587 BUSINESS ADDRESS: STREET 1: 1 CANTIAGUE ROAD STREET 2: P.O. BOX 1019 CITY: WESTBURY STATE: NY ZIP: 11590-0207 BUSINESS PHONE: 18006453050 MAIL ADDRESS: STREET 1: 1 CANTIAGUE ROAD STREET 2: P.O. BOX 1019 CITY: WESTBURY STATE: NY ZIP: 11590-0207 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2007-07-10 0 0000071241 NEW BRUNSWICK SCIENTIFIC CO INC NBSC 0001406539 Eppendorf INC 1 CANTIAGUE ROAD P.O. BOX 1019 WESTBURY NY 11590-0207 0 0 1 0 0001406542 Eppendorf AG BARKHAUSENWEG 1 HAMBURG, GERMANY 2M 22339 GERMANY 0 0 1 0 No Securities Owned 0 I See notes On July 10, 2007, Eppendorf Incorporated ("Eppendorf Inc"), a wholly-owned subsidiary of Eppendorf AG, one of its wholly-owned subsidiaries ("Merger Sub") and New Brunswick Scientific Co., Inc. ("NBS") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge into NBS (the "Merger"), with NBS becoming a wholly-owned subsidiary of Eppendorf Inc. In connection with the execution of the Merger Agreement, on July 10, 2007, Eppendorf Inc entered into an agreement (the "Shareholders Agreement") with Lee Eppstein, David Freedman, Kenneth Freedman, Phyllis Freedman, James T. Orcutt and David Pramer (the "Shareholders"), pursuant to which the Shareholders agreed to vote all of the shares of NBS' common stock beneficially owned by them in favor of the Merger. The Shareholders beneficially own 2,373,850 shares of common stock (not including 249,800 shares subject to outstanding options owned by the Shareholders), which represents approximately 25.7% of NBS' outstanding common stock (based upon a total number of 9,244,512 shares of Common Stock outstanding, which NBS has represented and warranted in the Merger Agreement). Although Eppendorf Inc and its sole shareholder Eppendorf AG may, by virtue of the Shareholders Agreement, be deemed beneficial owners pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Act") of the shares of NBS' common stock beneficially owned by the Shareholders, Eppendorf Inc and Eppendorf AG have no interest in such shares. Pursuant to Rule 16a-1(a)(4) under the Act, each of Eppendorf Inc and Eppendorf AG hereby states that this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be deemed an admission that they are, for the purposes of Section 16 of the Act or otherwise, the beneficial owners of any equity securities of NBS and such beneficial ownership is expressly disclaimed. For additional information regarding the Merger Agreement and the Stockholders Agreement, please see the Schedule 13D filed by Eppendorf Inc and Eppendorf AG with the Securities and Exchange Commission on July 20, 2007. Eppendorf Incorporated, By: /s/ Martin Farb, Name: Martin Farb, Title: Board Member, President and Chief Executive Officer 2007-07-20 Eppendorf AG: /s/ Klaus Fink, Management Board Member, President and Chief Executive Officer and /s/ Detmar Ammermann, Management Board Member, Chief Financial Officer 2007-07-20 -----END PRIVACY-ENHANCED MESSAGE-----