<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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.___)*
LJL BioSystems, Inc.
--------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
501873103
---------
(CUSIP Number)
Joseph D. Keegan, Ph.D.
Molecular Devices Corporation
1311 Orleans Drive
Sunnyvale, California 94089
(408) 747-1700
--------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 7, 2000
------------
(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 the
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, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE> 2
1 NAME OF REPORTING PERSON
Molecular Devices Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-2914362
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
See Item 3 herein.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- (See Item 5 herein)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,743,264 (See Item 5 herein)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,933,099 shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.2% (2)
14 TYPE OF REPORTING PERSON
CO
(1) Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Molecular Devices
Corporation that it is the beneficial owner of any of the Common Stock
referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose, and such
beneficial ownership is expressly disclaimed.
(2) Based on 14,846,090 shares outstanding as of June 6, 2000.
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.001 par value per
share (the "LJL Common Stock"), of LJL BioSystems, Inc., a Delaware corporation
("LJL"). The principal executive offices of LJL are located at 405 Tasman Drive,
Sunnyvale, California 94089.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Molecular Devices
Corporation, a Delaware corporation ("Molecular Devices"). Molecular
Devices is a leading developer of high-performance, bioanalytical
measurement systems that accelerate and improve drug discovery and other
life sciences research.
(b) The address of the principal office and principal business of
Molecular Devices is 1311 Orleans Drive, Sunnyvale, California 94089.
(c) To Molecular Devices' knowledge as of the date hereof, set forth in
Schedule I to this Schedule 13D is the name and present principal
occupation or employment of each of Molecular Devices' executive
officers and directors and the name, principal business and address of
any corporation or other organization in which such employment is
conducted.
(d) During the past five years, neither Molecular Devices nor, to
Molecular Devices' knowledge, any person named in Schedule I to this
Schedule 13D, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither Molecular Devices nor, to
Molecular Devices' knowledge, any person named in Schedule I to this
Schedule 13D, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activity subject to
federal or state securities laws or finding any violation with respect
to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To facilitate the consummation of the Merger (as defined in Item 4
below), certain stockholders of LJL have entered into Voting Agreements
and irrevocable proxies with Molecular Devices as described in Item 4
and Item 5 of this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger and Reorganization
dated June 7, 2000 (the "Merger Agreement") among Molecular Devices,
Mercury Acquisition Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Molecular Devices ("Merger Sub"), and LJL and subject to
the conditions set forth therein (including, but not limited to, the
approval of the Merger (as defined below) by the stockholders of LJL,
the approval by the stockholders of Molecular Devices of the issuance of
common stock of Molecular Devices in the Merger, and the expiration or
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended), Merger Sub will be
merged with and into LJL (the "Merger"), with each share of LJL Common
Stock being converted into the right to receive 0.30 of a share of
Molecular Devices Common Stock, $0.001 par value per share ("Molecular
Devices Common Stock"), in accordance with the Merger Agreement. In
addition, Molecular Devices will assume outstanding options and warrants
exercisable for LJL Common Stock on the terms set forth in the Merger
Agreement. Concurrently with and as conditions to the execution and
delivery of the Merger Agreement, Molecular Devices and the persons
named on Schedule III to this Schedule 13D entered into Voting
Agreements and irrevocable proxies. The foregoing summary of the
transactions contemplated by the Merger Agreement is qualified in its
entirety by reference to the copy of the Merger Agreement included as
Exhibit 99.1 to this Schedule 13D and incorporated herein in its
entirety by reference.
(c) Not applicable.
(d) If the Merger is consummated, LJL will become a wholly owned
subsidiary of Molecular Devices, and Molecular Devices will subsequently
determine the size and membership of the Board of Directors of LJL and
the officers of LJL.
<PAGE> 4
(e) None, other than a change in the number of outstanding shares of
Molecular Devices Common Stock as contemplated by the Merger Agreement.
(f) Upon consummation of the Merger, LJL will become a wholly owned
subsidiary of Molecular Devices.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
Molecular Devices will be in a form satisfactory to Molecular Devices.
(h) Upon consummation of the Merger, the LJL Common Stock will cease to
be quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the LJL Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act.
(j) Other than as described above, Molecular Devices currently has no
plan or proposal which relates to, or may result in, any of the matters
listed in Items 4(a) - (i) of Schedule 13D (although Molecular Devices
reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Voting Agreements and the irrevocable
proxies, Molecular Devices has shared power to vote an aggregate of
3,743,264 shares of LJL Common Stock for the limited purpose of voting
in favor of the approval of the Merger Agreement and the approval of the
Merger, and voting in favor of each of the other actions contemplated by
the Merger Agreement. The stockholders of LJL who are parties to the
Voting Agreements and irrevocable proxies retained the right to vote
their shares of LJL Common Stock on all matters other than those
identified in the Voting Agreements. The shares covered by the Voting
Agreements constitute approximately 25.2% of the issued and outstanding
shares of LJL Common Stock as of June 7, 2000. The description contained
in this Item 5 of the transactions contemplated by the Voting Agreements
is qualified in its entirety by reference to the full text of the Form
of Voting Agreement, a copy of which is attached to this Schedule 13D as
Exhibit 99.2.
Also in connection with the Merger Agreement, each affiliate (as such
term is defined in Rule 405 under the Securities Act of 1933, as
amended) of LJL (individually an "Affiliate" and collectively, the
"Affiliates") who executed the Voting Agreement and Irrevocable Proxy
also entered into an Affiliate Agreement with Molecular Devices,
(individually, an "Affiliate Agreement" and collectively, the "Affiliate
Agreements"). Pursuant to Section 2(a) thereof, each Affiliate has
agreed that, during the period from 30 days preceding the closing of the
Merger through the date on which financial results covering at least 30
days of post-Merger combined operations of Molecular Devices and LJL
have been published by Molecular Devices (within the meaning of the
applicable "pooling of interests" accounting requirements): (i) such
Affiliate shall not sell, transfer or otherwise dispose of, or reduce
such Affiliate's interest in or risk relating to, (A) any capital stock
of LJL (including any additional shares of capital stock of LJL acquired
by such Affiliate, whether upon exercise of a stock option or
otherwise), except pursuant to and upon consummation of the Merger, or
(B) any option or other right to purchase any shares of capital stock of
LJL, except pursuant to and upon consummation of the Merger; and (ii)
such Affiliate shall not sell, transfer or otherwise dispose of, or
reduce such Affiliate's interest in or risk relating to, (A) any shares
of capital stock of Molecular Devices (including any additional shares
of capital stock of Molecular Devices acquired by such Affiliate,
whether upon exercise of a stock option or otherwise), or (B) any option
or other right to purchase any shares of capital stock of Molecular
Devices. The Affiliates have also agreed, pursuant to Section 2 of the
Affiliate Agreements, not to transfer any Molecular Devices Common Stock
received in the Merger, except in accordance with applicable securities
laws. The description contained in this Item 5 of the transactions
contemplated by the Affiliate Agreements is qualified in its entirety by
reference to the full text of the Form of Affiliate Agreement, a copy of
which is attached to this Schedule 13D as Exhibit 99.3.
To Molecular Devices' knowledge, no shares of LJL Common Stock are
beneficially owned by any of the persons named in Schedule I to this
Schedule 13D, except for such beneficial ownership, if any, arising
solely from the Voting Agreements.
Set forth in Schedule III to this Schedule 13D is to the knowledge of
Molecular Devices the name and present principal occupation or
employment of each person with whom Molecular Devices shares the power
to vote or to direct the vote or to dispose or direct the disposition of
LJL Common Stock.
During the past five years, to Molecular Devices' knowledge, no person
named in Schedule III to this Schedule 13D has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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During the past five years, to Molecular Devices' knowledge, no person
named in Schedule III to this Schedule 13D was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree
or final order enjoining future violations of or prohibiting or mandating
activity subject to federal or state securities laws or finding any
violation with respect to such laws.
To Molecular Devices' knowledge, all persons named in Schedule III to
this Schedule 13D are citizens of the United States.
c) Neither Molecular Devices, nor, to Molecular Devices' knowledge, any
person named in Schedule I to this Schedule 13D, has effected any
transaction in LJL Common Stock during the past 60 days, except as
disclosed herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Other than as described in Item 4 or Item 5 above, to Molecular Devices'
knowledge, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of LJL, including but not limited
to transfer or voting of any of the 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
99.1 Agreement and Plan of Merger and Reorganization, dated as of
June 7, 2000
99.2 Form of Company Voting Agreement and Irrevocable Proxy, a
substantially similar version of which has been executed by
Lev J. Leytes, Galina Leytes, Michael F. Bigham, John D.
Diekman, Ph. D, George W. Dunbar, Jr., John G. Freund,
M.D., Daniel S. Janney, Richard M. Eglen, Ph.D., James S.
Richey, Larry Tannenbaum, Anthony H. Bautista, Robert T.
Beggs and Douglas N. Modlin, Ph.D., Yalta Investments, L.P.,
Leytes Revocable UAD 8/13/99, Mary E. Leytes Irrevocable
Trust, Dina L. Leytes Irrevocable Trust, Freund/Sexton
Living Trust dated 2/8/91.
99.3 Form of Company Affiliate Agreement a substantially similar
version of which has been executed by Lev J. Leytes, Galina
Leytes, Michael F. Bigham, John D. Diekman, Ph. D, George W.
Dunbar, Jr., John G. Freund, M.D., Daniel S. Janney,
Richard M. Eglen, Ph.D., James S. Richey, Larry Tannenbaum,
Anthony H. Bautista, Robert T. Beggs and Douglas N. Modlin,
Ph.D.
</TABLE>
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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.
Date: June 19, 2000 MOLECULAR DEVICES CORPORATION
By: /s/ TIMOTHY A. HARKNESS
-------------------------------------------
Timothy A. Harkness
Vice President and Chief Financial Officer
<PAGE> 7
SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTOR OF MOLECULAR DEVICES CORPORATION
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
<S> <C>
Joseph D. Keegan, Ph.D. President, Chief Executive Officer and Chairman of the Board
Timothy A. Harkness Vice President, Chief Financial Officer
Tony M. Lima Vice President, Sales and Service
John S. Senaldi Vice President, Marketing
Robert J. Murray Vice President, Operations
Gillian M.K. Humphries, Ph.D. Vice President, Research and Development
Andrew T. Zander Vice President, Engineering
</TABLE>
All individuals named in the above table are employed by Molecular Devices
Corporation. The address of Molecular Devices' principal executive office is
1311 Orleans Drive, Sunnyvale, California 94089.
SCHEDULE I (CONTINUED)
NON-EMPLOYEE DIRECTORS OF MOLECULAR DEVICES CORPORATION
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT NAME AND ADDRESS OF
---- ---------------------------------- CORPORATION OR OTHER
ORGANIZATION IN WHICH
EMPLOYED
----------------------
<S> <C> <C>
Moshe H. Alafi General Partner, Alafi Capital Company Alafi Capital Company
PO Box 7338
Berkeley, CA 94707
David L. Anderson General Partner, Sutter Hill Ventures Sutter Hill Ventures
755 Page Mill Road, Ste
A200
Palo Alto, CA 94304
A. Blaine Bowman President, Chief Executive Officer, Dionex Corporation
Dionex Corporation 501 Mercury Drive
Sunnyvale, CA 94086
Paul Goddard, Ph.D. Formerly President, Chief Executive 13502 Pierce Road
Officer, Elan Pharmaceuticals Saratoga, CA 95070
Andre F. Marion Independent Investor 56 Kingsley Avenue
Palo Alto, CA 94301
Harden M. McConnell, Ph.D. Robert Eckles Swain Professor of Department of Chemistry
Physical Chemistry at Stanford MUDD Bldg., Mail Code 5080
University, Management Consultant Stanford University
Stanford, CA 94305-5080
J. Allan Waitz, Ph.D. Independent Investor 773 Kestrel Court
Redmond, OR 97756
</TABLE>
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SCHEDULE II
<TABLE>
<CAPTION>
VOTING AGREEMENT STOCKHOLDER NUMBER OF SHARES OF LJL COMMON PERCENTAGE OF OUTSTANDING
---------------------------- STOCK BENEFICIALLY OWNED AS OF SHARES OF LJL COMMON STOCK AS
JUNE 7, 2000 OF JUNE 7, 2000
------------------------------ -----------------------------
<S> <C> <C>
Lev J. Leytes(1) 3,608,582 24.2%
Galina Leytes(2) 3,588,289 24.1%
Michael F. Bigham 35,125 0.2%
John D. Diekman, Ph.D. 5,000 *
George W. Dunbar, Jr. 5,000 *
John G. Freund, M.D. 27,165 0.2%
Daniel S. Janney 20,000 0.1%
Richard M. Eglen, Ph.D. 0 *
James S. Richey 42,657 0.3%
Larry Tannenbaum 51,534 0.3%
Anthony H. Bautista 7,625 0.1%
Robert T. Beggs 63,970 0.4%
Douglas N. Modlin, Ph.D. 39,584 0.3%
* Less than 0.1%
(1) Includes of 3,037,322 shares jointly held by Lev J. Leytes and Galina
Leytes, 450,000 shares held by Yalta Investments, L.P., 37,064 shares held
by the Dina L. Leytes Irrevocable Trust and 37,064 shares held by the Mary
E. Leytes Irrevocable Trust. Mr. Leytes disclaims beneficial ownership of
the shares held in each trust except to the extent of his pecuniary interest
therein.
(2) Includes of 3,037,322 shares jointly held by Lev J. Leytes and Galina
Leytes, 450,000 shares held by Yalta Investments, L.P., 37,064 shares held
by the Dina L. Leytes Irrevocable Trust and 37,064 shares held by the Mary
E. Leytes Irrevocable Trust. Ms. Leytes disclaims beneficial ownership of
the shares held in each trust except to the extent of her pecuniary interest
therein.
SCHEDULE III
VOTING AGREEMENT STOCKHOLDER PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF
---------------------------- EMPLOYMENT CORPORATION OR OTHER
--------------------------- ORGANIZATION IN WHICH EMPLOYED
------------------------------
Lev J. Leytes LJL BioSystems LJL BioSystems
President, Chief Executive 405 Tasman Drive
Officer and Chairman of the Sunnyvale, CA 94089
Board
Galina Leytes LJL BioSystems LJL BioSystems
Executive Vice President and 405 Tasman Drive
Director Sunnyvale, CA 94089
Michael F. Bigham Coulter Pharmaceuticals, Inc. Coulter Pharmaceuticals, Inc.
President, Chief Executive 750 Forest Avenue
Officer and Director Palo Alto, CA 94301
John D. Diekman, Ph. D The Bay City Capital Fund The Bay City Capital Fund
Managing Partner 750 Battery Street, Suite 600
San Francisco, CA 94111
George W. Dunbar, Jr. Acting President and Chief CytoTherapeutics, Inc. and
Executive Officer of StemCells, Inc.
CytoTherapeutics, Inc. and 265 N. Whisman Road
StemCells, Inc. Mountain View, CA 94043
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
John G. Freund, M.D Skyline Venture Partners, L.P. Skyline Venture Partners, L.P.
Managing Director 525 University Ave., Suite 701
Palo Alto, CA 94301
Daniel S. Janney Alta Partners Alta Partners
Managing General Partner One Embarcadero Center
Suite 4050
San Francisco, CA 94111
Richard M. Eglen, Ph.D. LJL BioSystems LJL BioSystems
Senior Vice President of Assay 405 Tasman Drive
Technologies Sunnyvale, CA 94089
James S. Richey LJL BioSystems LJL BioSystems
Senior Vice President of Sales 405 Tasman Drive
and Marketing Sunnyvale, CA 94089
Larry Tannenbaum LJL BioSystems LJL BioSystems
Senior Vice President and Chief 405 Tasman Drive
Financial Officer Sunnyvale, CA 94089
Anthony H. Bautista LJL BioSystems LJL BioSytems
Vice President of Manufacturing 405 Tasman Drive
Operations Sunnyvale, CA 94089
Robert T. Beggs LJL BioSystems LJL BioSystems
Vice President of Finance and 405 Tasman Drive
Administration Sunnyvale, CA 94089
Douglas N. Modlin, Ph.D. LJL BioSystems LJL BioSystems
Vice President of 405 Tasman Drive
Instrumentation Systems and Sunnyvale, CA 94089
Research Development
</TABLE>
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
99.1 Agreement and Plan of Merger and Reorganization, dated as of June 7, 2000
99.2 Form of Company Voting Agreement and Irrevocable Proxy, dated as
of June 7, 2000, a substantially similar version of which has been
executed by Lev J. Leytes, Galina Leytes, Michael F. Bigham, John
D. Diekman, Ph. D, George W. Dunbar, Jr., John G. Freund, M.D.,
Daniel S. Janney, Richard M. Eglen, Ph.D., James S. Richey, Larry
Tannenbaum, Anthony H. Bautista, Robert T. Beggs and Douglas N.
Modlin, Ph.D.
99.3 Form of Company Affiliate Agreement, dated as of June 7, 2000, a
substantially similar version of which has been executed by Lev J.
Leytes, Galina Leytes, Michael F. Bigham, John D. Diekman, Ph. D,
George W. Dunbar, Jr., John G. Freund, M.D., Daniel S. Janney,
Richard M. Eglen, Ph.D., James S. Richey, Larry Tannenbaum,
Anthony H. Bautista, Robert T. Beggs and Douglas N. Modlin, Ph.D.
</TABLE>
