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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)*
MOLECULAR DEVICES CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
60851C107
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(CUSIP Number)
LARRY TANNENBAUM, SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
LJL BIOSYSTEMS, INC.
405 TASMAN DRIVE
SUNNYVALE, CA 94089
(408) 541-8787
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 7, 2000
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(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(e), 13d-1(f) or 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 Rule 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).
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
LJL BioSystems, Inc.
77-0360183
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3. SEC USE ONLY:
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4. SOURCE OF FUNDS:
(see Item 3 herein)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
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NUMBER OF SHARES
7. SOLE VOTING POWER
-0- (see Item 5 herein)
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BENEFICIALLY OWNED BY 8. SHARED VOTING POWER
1,762,199 (1) (see Item 5 herein)
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EACH REPORTING 9. SOLE DISPOSITIVE POWER
-0-
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PERSON WITH 10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,762,199 (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:| |
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
Approximately 14.8% (2)
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14. TYPE OF REPORTING PERSON:
CO
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(1) LJL BioSystems, Inc. has entered into a Parent Voting Agreement dated
June 7, 2000 with certain stockholders of Molecular Devices Corporation,
which provides that signatory stockholders will vote their shares of
Molecular Devices Corporation Common Stock in favor of (a) a proposal to
approve the issuance of shares of Molecular Devices Corporation Common Stock
pursuant to the Merger Agreement (as defined below) and (b) a proposal to
elect Lev J. Leytes to the board of directors of Molecular Devices
Corporation. LJL BioSystems, Inc. does not have any rights as a stockholder
of Molecular Devices Corporation pursuant to this Parent Voting Agreement.
Accordingly, LJL BioSystems, Inc. expressly disclaims beneficial ownership of
all shares subject to such Parent Voting Agreement.
(2) Based on 11,486,777 shares outstanding as of June 7, 2000.
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The Schedule 13D filed with the Securities and Exchange Commission on June
19, 2000 by LJL BioSystems, Inc. with respect to the common stock of
Molecular Devices Corporation is hereby amended and restated in its entirety
as follows:
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Schedule 13D") relates to the
common stock (the "Molecular Devices Common Stock"), of Molecular Devices
Corporation, a Delaware corporation ("Molecular Devices"). The address of the
principal executive office of Molecular Devices is 1311 Orleans Drive,
Sunnyvale, CA 94089.
Item 2. Identity and Background.
This Schedule 13D is filed by LJL BioSystems, Inc., a Delaware
corporation ("LJL BioSystems" or the "Reporting Person"). LJL BioSystems
designs, produces and sells primarily to pharmaceutical and biotechnology firms,
infrastructure products and, to a lesser extent, services that accelerate and
enhance the process of discovering new drugs. The address of the principal
business and principal office of LJL BioSystems is 405 Tasman Drive, Sunnyvale,
CA 94089.
To the best of LJL BioSystems' knowledge as of the date hereof, the
name, business address, present principal occupation or employment and
citizenship of each executive officer and director of LJL BioSystems is set
forth in Schedule I hereto. The information contained in Schedule I is
incorporated herein by reference.
During the last five years, neither LJL BioSystems nor, to the best of
LJL BioSystems' knowledge, any of the executive officers or directors of LJL
BioSystems listed in Schedule I hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been 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 information set forth or incorporated by reference in Item 4 is
incorporated herein by reference.
Item 4. Purpose of the Transaction.
LJL BioSystems and Molecular Devices entered into an Agreement and Plan
of Merger and Reorganization dated as of June 7, 2000 (the "Merger Agreement").
Pursuant to the Merger Agreement, (i) Mercury Acquisition Sub, Inc., a Delaware
corporation ("Merger Sub") will merge (the "Merger") with and into LJL
BioSystems, with LJL BioSystems as the surviving corporation, such that LJL
BioSystems will be a wholly owned subsidiary of Molecular Devices. Pursuant to
the terms of the Merger Agreement, each issued and outstanding share of common
stock of LJL BioSystems ("LJL BioSystems Common Stock") will be exchanged for
0.30 shares of Molecular Devices Common Stock. The Merger is subject to the
expiration of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, the receipt of any other
required regulatory approvals, the adoption by LJL BioSystems' stockholders of
the Merger Agreement, the approval by Molecular Devices' stockholders of the
issuance of Molecular Devices Common Stock pursuant to the Merger Agreement and
other closing conditions. The Merger is intended to be a tax-free reorganization
for U.S. federal income tax purposes and to be accounted for as a
pooling-of-interests transaction.
Consummation of the Merger would result in LJL BioSystems' Common Stock
ceasing to be outstanding or authorized to be quoted on The Nasdaq Stock Market,
Inc.'s National Market System ("Nasdaq") and the termination of registration
pursuant to Section 12(g)(4) of the Act. Lev J. Leytes, President, Chief
Executive Officer and Chairman of the Board of LJL BioSystems will become a
member of the Board of Directors of Molecular Devices in connection with the
consummation of the Merger.
In order to facilitate the consummation of the transactions
contemplated by the Merger Agreement and in consideration thereof, LJL
BioSystems entered into a Parent Voting Agreement (the "Voting Agreement"),
dated as of June 7, 2000, with certain stockholders of Molecular Devices named
therein (collectively, the "Stockholders") whereby the Stockholders agreed to
vote all of the shares of Molecular Devices Common Stock beneficially owned by
them in favor of the approval of the issuance of shares of Molecular Devices
Common Stock in connection with the Merger, and certain of such stockholders
have granted to LJL BioSystems an irrevocable proxy to vote such stockholders'
shares of Molecular Devices Common Stock in such manner. LJL BioSystems did not
pay additional consideration to any Stockholder in connection with
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the execution and delivery of the Voting Agreement. In addition, certain
stockholders of LJL BioSystems have entered into a Company Voting Agreement
with Molecular Devices pursuant to which such stockholders agreed to vote
their shares of LJL BioSystems Common Stock in favor of the adoption of the
Merger Agreement, and certain of such stockholders have granted to Molecular
Devices an irrevocable proxy to vote such stockholders' shares of LJL
BioSystems Common Stock in such manner.
References to, and descriptions of, the Merger Agreement and the Voting
Agreement as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreement
included as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D, and are
incorporated in this Item 4 in their entirety where such references and
descriptions appear.
Pursuant to the terms of the Voting Agreement, the Stockholders have
agreed, among other things, (i) to vote all of the shares of Molecular Devices
Common Stock beneficially owned by them in favor of the approval of the issuance
of Molecular Devices Common Stock in connection with the Merger and (ii) not to
sell, transfer, pledge, encumber, assign or otherwise dispose of such shares,
unless the transferee party agrees to be bound by the Voting Agreement. In
addition certain of the Stockholders granted an irrevocable proxy to LJL
BioSystems to vote the shares of Molecular Devices Common Stock owned by them of
record in favor of the approval of the issuance of Molecular Devices Common
Stock in connection with the Merger. The Voting Agreement terminates upon the
earlier to occur of the completion of the Merger or the termination of the
Merger Agreement.
LJL BioSystems does not have any right to dispose of (or direct the
disposition of) any shares of Molecular Devices Common Stock pursuant to the
Voting Agreement. Accordingly, LJL BioSystems expressly disclaims beneficial
ownership of all such shares.
Item 5. Interest in Securities of Molecular Devices.
The information set forth or incorporated by reference in Items 2, 3
and 4 is incorporated herein by reference.
The number of shares of Common Stock covered by the Voting Agreement
is 1,762,199 (representing approximately 14.8% of the voting power of shares
of Molecular Devices Common Stock outstanding as of June 7, 2000). In
addition, Douglas N. Modlin, Ph.D., Vice President of Instrumentation Systems
and Research Development of LJL BioSystems, together with his spouse, own an
aggregate of 870 shares of Molecular Devices Common Stock. These shares of
Molecular Devices Common Stock were acquired by Dr. and Mrs. Modlin in 1995.
By virtue of the Voting Agreement, LJL BioSystems may be deemed to
share with the Stockholders the power to vote shares of Molecular Devices Common
Stock subject to the Voting Agreement. However, LJL BioSystems is not entitled
to any rights as a stockholder of Molecular Devices as to the shares of
Molecular Devices Common Stock covered by the Voting Agreement and expressly
disclaims any beneficial ownership of the shares of Molecular Devices Common
Stock subject to the Voting Agreement.
Other than as set forth in this Schedule 13D, to the best of LJL
BioSystems' knowledge as of the date hereof (i) neither LJL BioSystems nor any
subsidiary or affiliate of LJL BioSystems nor any of LJL BioSystems' executive
officers or directors, beneficially owns any shares of Molecular Devices Common
Stock, and (ii) there have been no transactions in the shares of Molecular
Devices Common Stock effected during the past 60 days by LJL BioSystems, nor to
the best of LJL BioSystems' knowledge, by any subsidiary or affiliate of LJL
BioSystems or any of LJL BioSystems' executive officers or directors.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Molecular Devices.
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference.
Copies of the Merger Agreement and the Voting Agreement are included as
Exhibits 99.1 and 99.2, respectively, to this Schedule 13D. To the best of LJL
BioSystems' knowledge, except as described in this Schedule 13D, there are at
present no other contracts, arrangements, understandings or relationships among
the persons named in Item 2 above, and between any such persons and any person,
with respect to any securities of Molecular Devices.
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Item 7. Material to be Filed as Exhibits.
1. Agreement and Plan of Merger and Reorganization, dated as of
June 7, 2000, among Molecular Devices Corporation, Mercury
Acquisition Sub, Inc. and LJL BioSystems, Inc.
2. Parent Voting Agreement, dated as of June 7, 2000, among LJL
BioSystems, Inc. and certain stockholders of Molecular Devices
Corporation.
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.
LJL BIOSYSTEMS, INC.
By: /s/ LARRY TANNENBAUM
Name: Larry Tannenbaum
Title: Senior Vice President and
Chief Financial Officer
Dated: July 11, 2000
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF LJL BIOSYSTEMS, INC.
The following table sets forth the name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of LJL BioSystems. Unless otherwise indicated, the business
address of each such person is 405 Tasman Drive, Sunnyvale, California 94089.
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NAME AND ADDRESS POSITION CITIZENSHIP
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<S> <C> <C>
Lev J. Leytes President, Chief Executive Officer and Chairman United States
of the Board of LJL BioSystems
Larry Tannenbaum Senior Vice President and Chief Financial Officer United States
of LJL BioSystems
Richard M. Eglen, Ph.D Senior Vice President of Assay Technologies of United Kingdom
LJL BioSystems
James S. Richey Senior Vice President of Sales and Marketing of United States
LJL BioSystems
Anthony H. Bautista Vice President of Manufacturing Operations of LJL United States
BioSystems
Robert T. Beggs Vice President of Finance and Administration of United States
LJL BioSystems
Douglas N. Modlin, Ph.D Vice President of Instrumentation Systems and United States
Research Development of LJL BioSystems
Galina Leytes Executive Vice President of LJL BioSystems and United States
Director
Michael F. Bigham President, Chief Executive Officer and Director United States
750 Forest Avenue of Coulter Pharmaceuticals, Inc.
Palo Alto, CA 94301
George W. Dunbar, Jr. Acting President and Chief Executive Officer of United States
Metra BioSystems, Inc. CytoTherapeutics, Inc. and StemCells, Inc.
265 North Whisman Road
Mountain View, CA 94043
John G. Freund, M.D. Managing Director of Skyline Venture Partners L.P. United States
Skyline Venture Partners, L.P.
525 University, Suite 701
Palo Alto, CA 94301
Daniel S. Janney Managing General Partner of Alta Partners United States
Alta Partners
One Embarcadero Center
Suite 4050
San Francisco, CA 94111
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EXHIBIT INDEX
Exhibit Description
99.1 Agreement and Plan of Merger and Reorganization, dated as of June 7,
2000, among Molecular Devices Corporation, Mercury Acquisition Sub,
Inc. and LJL BioSystems, Inc.
99.2 Parent Voting Agreement, dated as of June 7, 2000, among LJL
BioSystems, Inc. and certain stockholders of Molecular Devices
Corporation.
