SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Molecular Devices Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
60851C107
(CUSIP Number)
Kevin A. Quinn, Esq.
Schering-Plough Corporation
One Giralda Farms
Madison, NJ 07940-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 18, 1995
(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
Statement because of Rule 13d-1(b)(3) or (4), check the
following:
Check the following box if a fee is being paid with this
Statement:
X
<PAGE>
SCHEDULE 13D
CUSIP No. 60851C107
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Schering Biotech Corporation
(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
Delaware
(7) SOLE VOTING POWER
NUMBER OF SHARES 541,082
BENEFICIALLY OWNED
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH None
(9) SOLE DISPOSITIVE POWER
541,082
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
541,082
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
__
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.2%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock, no par value (the
"Common Stock"), of Molecular Devices Corporation, a Delaware
corporation (the "Issuer"), with its principal executive offices
located at 1311 Orleans Drive, Sunnyvale, California 94089.
Item 2. Identity and Background.
This Statement is being filed by Schering Biotech
Corporation (the "Reporting Person"), a Delaware corporation and
a wholly owned subsidiary of Schering-Plough Corporation, a New
Jersey corporation ("SPC").
The Reporting Person is a holding company whose sole
subsidiary is engaged in discovery and development efforts with a
goal of utilizing genetic chemistry and cell biology to develop a
variety of products and has its principal office at 901
California Avenue, Palo Alto, California 94304. SPC is a holding
company whose operating subsidiaries are engaged in the
discovery, development, manufacturing and marketing of
pharmaceutical and health care products and has its principal
office at One Giralda Farms, Madison, New Jersey 07940-1000.
For information required by instruction C to Schedule 13D
with respect to the directors and executive officers of the
Reporting Person and SPC, reference is made to Schedule I
attached hereto which is incorporated herein by reference.
During the last five years, none of the Reporting Person,
SPC nor any person named in Schedule I attached hereto has been
(a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds required for the purchase of
541,082 shares of the Issuer's Common Stock was $1,252,235.50.
The Reporting Person obtained such funds from working capital.
Item 4. Purpose of Transaction.
The Reporting Person purchased the shares of Common Stock of
the Issuer for investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) The Issuer's Registration Statement on Form S-1 filed
with respect to its initial public offering of shares of Common
Stock states that 8,658,893 shares of Common Stock were issued
and outstanding immediately following the initial public offering
on December 18, 1995. The Reporting Person is the beneficial
owner of 541,082 shares of Common Stock, representing 6.2% of the
outstanding shares of Common Stock.
(b) The Reporting Person has sole power to vote or direct
the vote and to dispose or direct the disposition of the shares
of Common Stock stated to be beneficially owned by it in Item
5(a).
(c) Except as described herein, none of the Reporting
Person, SPC nor any other person referred to in Schedule I
attached hereto has effected any transactions in the Common Stock
during the past sixty days.
(d) The Reporting Person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock stated to be
beneficially owned by it in Item 5(a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with
Respect to Securities of Issuer.
None of the persons named in Item 2 has any contracts,
arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies; except
that the Reporting Person has certain demand and piggyback
registration rights with respect to the shares of Common Stock
held by it. The demand registration rights and certain of the
piggyback registration rights expire on August 8, 1996.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
<PAGE>
SIGNATURE
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: December 21, 1995
SCHERING BIOTECH CORPORATION
By: /s/ Kevin A. Quinn
Kevin A. Quinn
Secretary
<PAGE>
SCHEDULE I
A. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING BIOTECH
CORPORATION
The name, business address and present principal occupation
or employment of each of the directors and executive officers of
Schering Biotech Corporation are set forth below. Each person
identified below is an officer of Schering Biotech Corporation
and is an employee of a subsidiary of Schering-Plough
Corporation. The business address of each person identified
below is Schering-Plough Corporation, One Giralda Farms, Madison,
NJ 07940-1000. Directors are identified by an asterisk. Unless
otherwise indicated below, all directors and officers listed
below are citizens of the United States.
Present Principal Occupation or
Name and Citizenship Employment
Jacques M. Chiller* President; President and Chief Executive
Officer, DNAX Research Institute; Senior
Vice President, Schering-Plough Research
Institute
Hugh A. D'Andrade* Chairman of the Board; Executive Vice
President - Administration
Richard J. Kogan* (See also Item B below)
Jay L. Ludwig Assistant Treasurer
E. Kevin Moore Assistant Treasurer
Cecil B. Pickett Vice President; Executive Vice President
- Discovery Research
Kevin A. Quinn Secretary (See also Item B below)
Arleen P. Skuya Assistant Secretary
Donald J. Soriero Assistant Treasurer
Jonathan Spicehandler Vice President; President, Schering-
Plough Research Institute
Jack L. Wyszomierski Treasurer (See also Item B below)<PAGE>
B.
DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING-PLOUGH
CORPORATION
The name, business address and present principal occupation
or employment of each of the directors and executives officers of
Schering-Plough Corporation are set forth below. Unless
otherwise indicated, each person identified below is employed by
a subsidiary of Schering-Plough Corporation and the address of
each individual identified below is Schering-Plough Corporation,
One Giralda Farms, Madison, New Jersey 07940-1000. Directors are
identified by an asterisk. Unless otherwise indicated below, all
directors and executive officers listed below are citizens of the
United States.
Name and Address Present Principal Occupation or
(Citizenship) Employment
Hans W. Becherer* Chairman and Chief Executive Officer of
Deere & Company Deere & Company (a manufacturer of mobil
John Deere Road power machinery and a supplier of
Moline, IL 61265 financial and health care services)
Raul E. Cesan Executive Vice President; President of
(Argentina) Schering-Plough Pharmaceuticals (See also
Item A above)
J. Martin Comey Vice President - Administration and
Business Development
Donald R. Conklin Executive Vice President; President of
Schering-Plough HealthCare Products
Joseph C. Connors Senior Vice President and General Counsel
Hugh A. D'Andrade* Executive Vice President - Administration
Geraldine U. Foster Senior Vice President - Investor Relations
and Corporate Communications
David C. Garfield* Retired
Regina E. Herzlinger* Professor of Business Administration,
Harvard Business School Harvard Business School
Soldiers Field Road
Baker Library 163
Boston, MA 02163
Harold R. Hiser, Jr. Executive Vice President - Finance
Thomas H. Kelly Vice President and Controller
Richard J. Kogan* President and Chief Operating Officer (See
also Item A above)
Robert P. Luciano* Chairman and Chief Executive Officer
Robert S. Lyons Vice President - Corporate Information
Services
H. Barclay Morley* Retired
General Carl E. Mundy Retired
Daniel A. Nichols Senior Vice President - Taxes
Gordon C. O'Brien Senior Vice President - Human Resources
Richard de J. Osborne* Chairman, Chief Executive Officer and
ASARCO, Inc. President of ASARCO Incorporated (non-
180 Maiden Lane ferrous metals producer)
New York, NY 10038
Kevin A. Quinn Staff Vice President, Secretary and
Associate General Counsel
Patricia F. Russo* President, AT&T Global Business
AT&T Global Business Communication Systems
Communications Systems
211 Mt. Airy Road
Room 3C151
Basking Ridge, NJ 07920
William A. Schreyer* Retired
R. J. Ventres* Retired
Robert F. W. van Oordt Chairman of the Executive Board,
NV Koninklijke KNP BT NV Koninklijke KNP BT (producer of paper,
Paalbergweg 2 board and packaging products, and
1105 AG Amsterdam ZO distributor of graphic paper, graphic and
P.O. Box 23456 information systems and office products)
100 DZ Amsterdam ZO
The Netherlands
(The Netherlands)
James Wood* Chairman and Chief Executive Officer of
The Great Atlantic & The Great Atlantic & Pacific Tea Company,
Pacific Tea Co., Inc. Inc. (supermarkets)
2 Paragon Drive
Montvale, NJ 07645
Jack L. Wyszomierski Vice President and Treasurer
