-----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, BeIYJVtghlgfkiihshpBJSDgNpkRa8L8YS1IpGlS5g6e5eL/dGn696pKlGzv2Zxm xxKJ+SchsjvLU/BhbLa2Cw== 0000893220-96-001952.txt : 19961125 0000893220-96-001952.hdr.sgml : 19961125 ACCESSION NUMBER: 0000893220-96-001952 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961122 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNBIOTICS CORP CENTRAL INDEX KEY: 0000719483 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 953737816 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37439 FILM NUMBER: 96670989 BUSINESS ADDRESS: STREET 1: 11011 VIA FRONTERA CITY: SAN DIEGO STATE: CA ZIP: 92127 BUSINESS PHONE: 6194513771 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S R ONE LTD CENTRAL INDEX KEY: 0000923194 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 565 E SWEDESFORD RD STREET 2: STE 315 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102932404 MAIL ADDRESS: STREET 1: BAY COLONY EXEC PARK STREET 2: 565 E SWEDESFORD RD STE 315 CITY: WAYNE STATE: PA ZIP: 19087 SC 13D 1 SCHEDULE 13D SYNBIOTICS CORPORATION 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 SYNBIOTICS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 871566105 - -------------------------------------------------------------------------------- (CUSIP Number) Donald F. Parman, SmithKline Beecham Corporation One Franklin Plaza, Philadelphia, PA 19102 Telephone 215-751-7633 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 1996 - -------------------------------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) 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 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). 2 SCHEDULE 13D CUSIP NO. 871566105 Page 2 of 5 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.R. One, Limited 23-1729901 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 Pennsylvania - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 237,389 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 1,163,205 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 237,389 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,163,205 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400,594 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.45% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 Page 3 of 5 Pages Item 1. Security and Issuer. Common Stock, no par value per share Synbiotics Corporation 11011 Via Frontera San Diego, California 92127 Item 2. Identity and Background. (a) S.R. One, Limited ("SRO"), a Pennsylvania business trust, is a venture capital company. (b) The principal business address for SRO is: 565 East Swedesford Road Suite 315 Wayne, Pennsylvania 19087 (c) Information concerning SRO is set forth in response to Item 2(a) above. (d) During the last five years, SRO has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (e) During the last five years SRO was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof 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) Not applicable. Director and Officer: (a) Peter A. Sears (b) Business Address: 565 East Swedesford Road Suite 315 Wayne, Pennsylvania 19087 (c) Peter A. Sears is a Director and the President of SRO, Limited. Mr. Sears is currently the sole Director, President, Secretary and Treasurer of International Canine Genetics, Inc. ("ICG"). (d) During the last five years, Mr. Sears has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors. (e) During the last five years, Mr. Sears was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof 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) Mr. Sears is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration. SRO purchased 237,389 shares of common stock of the Issuer for One Million Dollars ($1,000,000) in a private placement on October 25, 1996. The source of the funds was working capital. SRO indirectly owns 1,163,205 shares of common stock of the Issuer currently registered in the name of International Canine Genetics, Inc. ("ICG"). Of the 1,163,205 shares of the Issuer, SRO is the beneficial owner of approximately 226,315 shares to be transferred to SRO in respect of cash advances made to ICG by SRO. In connection with the contemplated liquidation of ICG, it is expected that all of the remaining shares of the Issuer owned by ICG (following distribution or sale of shares to satisfy ICG's remaining liabilities) would be issued to shareholders in proportion to their interests in ICG common stock. SRO holds approximately 73.3% (after giving effect to the exercisable warrants) of the outstanding ICG common stock and would therefore receive approximately 686,740 shares. SRO disclaims ownership in the remaining 26.7% shares of the Issuer which will be distributed proportionately to the other shareholders of ICG (approximately 250,150 shares). Item 4. Purpose of Transaction. SRO intends to review from time to time the business affairs and financial position of the Issuer. Based on such evaluation and review, as well as general economic and industry conditions existing at the time and SRO's own financial plans, SRO may consider from time to time various alternative courses of action. Such action may include the acquisition of additional shares through open market purposes, privately negotiated transactions or otherwise. Alternatively, such actions may involve the sale of all or a portion of the shares in the open market, in privately negotiated transactions, through public offering or otherwise. All of the securities acquired have been purchased for investment purposes. See response to Item 3 with respect to the contemplated liquidation of ICG. 4 Page 4 of 5 Pages Item 5. Interest in Securities of the Issuer. (a) Amount and Percent Beneficially Owned
Registered Name No. of Shares Percent S.R. One, Limited 1,400,594 (1) 22.45%
(1) Of the 1,400,594 shares of the Issuer, SRO directly owns 237,389 shares and indirectly owns 1,163,205 shares currently registered in the name of ICG. Of the 1,163,205 shares of the Issuer, SRO is the beneficial owner of approximately 226,315 shares to be transferred to SRO in respect of cash advances made to ICG by SRO. In connection with the contemplated liquidation of ICG, it is expected that all of the remaining shares of the Issuer owned by ICG (following distribution or sale of shares to satisfy ICG's remaining liabilities) would be issued to shareholders in proportion to their interests in ICG common stock. SRO holds approximately 73.3% (after giving effect to the exercisable warrants) of the outstanding ICG common stock and would therefore receive approximately 686,740 shares. SRO disclaims ownership in the remaining 26.7% shares of the Issuer which will be distributed proportionately to the other shareholders of ICG (approximately 250,150 shares). (b) SRO has sole voting and investment power with respect to 237,398 shares, and because of its majority ownership in ICG and the executive positions held by Peter A. Sears in SRO and ICG, has shared voting and investment power with respect to the 1,163,205 shares of the Issuer's common stock currently registered in the name of ICG. (c) The only transactions involving SRO and the Common Stock of the Issuer are the transactions referenced above. (d) Except for SRO's indirect right, as a shareholder of ICG, to receive a portion of dividends from, or the proceeds from the sale of, the securities referenced above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities referenced above. (e) Not applicable. Peter A. Sears, as Director and President of SRO and sole Director, President, Secretary and Treasurer of ICG may be deemed to be an indirect beneficial owner of the above-referenced Issuer's securities by ICG and SRO. Item 6. Contracts, Arrangements, Understandings or Relationship With respect to Securities of the Issuer. The only arrangements involving SRO and the Common Stock of the Issuer are the arrangements with ICG referenced above. Item 7. Materials to be Filed as Exhibits. None. 5 Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in the Statement is true, correct and complete. S.R. ONE, LIMITED By: /s/ Donald F. Parman ------------------------------ Donald F. Parman Vice President DATED: November 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----