<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(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. 1)*
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 3,743,282 (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
3,743,282 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)
25.2% (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
Item 1 is amended and restated in its entirety as follows:
This Amendment No. 1 to the Schedule 13D, dated June 19, 2000, 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 4. PURPOSE OF TRANSACTION
Item 4 is amended and restated in its entirety as follows to correct certain
typographical errors that were made to the Schedule 13D filed on June 19, 2000:
(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 II 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
Item 5 is amended and restated in its entirety as follows to correct certain
typographical errors that were made to the Schedule 13D filed on June 19, 2000:
(a) - (b) As a result of the Voting Agreements and the irrevocable
proxies, Molecular Devices has shared power to vote an aggregate of
3,743,282 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).
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.
<PAGE> 5
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 27, 2000 MOLECULAR DEVICES CORPORATION
By: /s/ TIMOTHY A. HARKNESS
------------------------------------------
Timothy A. Harkness
Vice President and Chief Financial Officer
<PAGE> 6
Schedule II is amended and restated in its entirety as follows:
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(1) OF JUNE 7, 2000
------------------------------ -----------------------------
<S> <C> <C>
Lev J. Leytes(2) 3,561,450 24.0%
Galina Leytes(3) 3,561,450 24.0%
Michael F. Bigham 20,000 0.1%
John D. Diekman, Ph.D. 0 *
George W. Dunbar, Jr. 5,000 *
John G. Freund, M.D.(4) 27,165 0.2%
Daniel S. Janney 20,000 0.1%
Richard M. Eglen, Ph.D. 0 *
James S. Richey 0 *
Larry Tannenbaum 41,534 0.3%
Anthony H. Bautista 6,375 *
Robert T. Beggs 43,189 0.3%
Douglas N. Modlin, Ph.D. 18,569 0.1%
Yalta Investments, L.P. 450,000 3.0%
Leytes Revocable Trust
UAD 8/13/99 3,037,322 20.5%
Dina L. Leytes
Irrevocable Trust 37,064 0.2%
Mary E. Leytes
Irrevocable Trust 37,064 0.2%
Freund/Sexton Living
Trust dated 2/8/91 20,000 0.1%
</TABLE>
* Less than 0.1%
(1) In addition to the shares referred to in the table above, the following
persons named above hold the following options to purchase shares of LJL
Common Stock exercisable within 60 days of June 7, 2000; Mr. Leytes: 47,150
shares; Ms. Leytes: 26,857 shares; Mr. Bigham: 15,125 shares; Mr. Diekman:
5,000 shares; Mr. Richey: 42,657 shares; Mr. Tannenbaum: 10,000 shares; Mr.
Bautista: 1,250 shares; Mr. Beggs: 20,781 shares and Mr. Modlin: 21,015
shares.
(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. Mr. Leytes disclaims beneficial ownership of
the shares held in each trust except to the extent of his pecuniary interest
therein.
(3) 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.
(4) Includes 20,000 shares held by the Freund/Sexton Living Trust dated 2/8/91.
