SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___)(1)
Sterigenics International, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
85915R105
(CUSIP Number)
Mr. Pierre Mottet Ramon P. Marks, Esq.
Ion Beam Applications S.A. Dorsey & Whitney LLP
Chemin du Cyclotron, 3 250 Park Avenue
B-1348 Louvain-la-Neuve, Belgium New York, New York 10177
011-32-10-47-5855 (212) 415-9200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 11, 1999
(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(g), for other
parties to whom copies are to be sent.
(continued on following pages)
(page 1 of 10 pages)
- --------
(1) 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 in 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).
<PAGE>
CUSIP No.85915R105 13D Page 2 of 10 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Ion Beam Applications S.A.
Tax I.D. Number: N/A
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
Belgium
NUMBER OF 7. SOLE VOTING POWER
SHARES 751,300 shares
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 shares
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 751,300 shares
PERSON WITH 10. SHARED DISPOSITIVE POWER
0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,300 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.39%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No.85915R105 13D Page 3 of 10 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Belgabeam S.A.
Tax I.D. Number: N/A
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
N/A
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Belgium
NUMBER OF 7. SOLE VOTING POWER
SHARES 0 shares
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0 shares
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0 shares
PERSON WITH 10. SHARED DISPOSITIVE POWER
0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No.85915R105 13D Page 4 of 10 Pages
Item 1. Security and Issuer
This statement relates to the common stock, par value $.001 ("Common
Stock") of Sterigenics International, Inc. (hereinafter referred to as the
"Issuer"), a Delaware corporation whose principal executive offices are at 4020
Clipper Court, Fremont, CA 94538.
Item 2. Identity and Background
(a) - (c) and (f) This Statement on Schedule 13D is filed on behalf of Ion
Beam Applications S.A. ("IBA") and Belgabeam S.A., the largest single
shareholder of IBA, owning approximately 42.3% of IBA ("Belgabeam," and together
with IBA, the "Reporting Persons" and each, a "Reporting Person"). More than 75%
of the equity of Belgabeam is owned by employees of IBA. The following table
sets forth the name, the State or other place or organization, the principal
business, the address of such principal business and the address of the
principal office of the Reporting Persons.
Name: ION BEAM APPLICATIONS S.A.
Place of organization: Belgium
Principal business: A Belgian public company engaged
primarily in the development and
marketing of particle accelerators used
in medical and industrial applications
Address of principal business: Chemin du Cyclotron, 3
B-1348 Louvain-la-Neuve, Belgium
Address of principal office: Chemin du Cyclotron, 3
B-1348 Louvain-la-Neuve, Belgium
Name: BELGABEAM S.A.
Place of organization: Belgium
Principal business: Single largest shareholder of Ion Beam
Applications S.A., a Belgian public
company, engaged primarily in the
development and marketing of particle
accelerators used in medical and
industrial applications
Address of principal business: Chemin du Cyclotron, 3
B-1348 Louvain-la-Neuve, Belgium
<PAGE>
CUSIP No.85915R105 13D Page 5 of 10 Pages
Address of principal office: Chemin du Cyclotron, 3
B-1348 Louvain-la-Neuve, Belgium
The name, citizenship, business address and present principal occupation or
employment of each executive officer and director of each of the Reporting
Persons, as well as the name, principal business and address of the corporation
or other organization in which such occupation or employment is conducted, are
set forth in Exhibit A.
(d) - (e) During the five years prior to the date hereof, neither the
Reporting Persons nor, to the best of their knowledge, any executive officer or
director of the Reporting Persons, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been 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 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
All funds used for the acquisition of the shares of the Issuer were from
the working capital of IBA. No sums were borrowed from any source to make these
acquisitions.
Item 4. Purpose of the Transaction
To date, IBA has acquired the shares of the Issuer for investment. IBA had
considered possibly proceeding with an acquisition of control of, or merger
with, the Issuer, but at the present time has decided not to do so. Depending on
future market conditions, developments with respect to the Issuer's business,
IBA's business and other factors, IBA may in the future decide to dispose of
some or all of its shares of the Issuer, to acquire additional shares of the
Issuer for investment purposes and/or to proceed with one or more of the
transactions described in (a) through (j) below, or to hold the shares acquired
to date, without undertaking any further transaction. No decision has been made
in this regard. Once a decision has been made IBA will, if required, file an
appropriate amendment to this Schedule 13D.
Except as described in this Item 4 and elsewhere in this Schedule 13D, IBA
has no present plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be
<PAGE>
CUSIP No.85915R105 13D Page 6 of 10 Pages
authorized to be quoted in an interdealer quotation system of a registered
national securities association; (i) a class of equity securities of the
Issuer's becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act, as amended; or (j) any action similar to those enumerated
above. However, IBA reserves the right to propose or participate in future
transactions which may result in one or more of such actions, including but not
limited to, an acquisition of additional securities of the Issuer, or the
disposition of securities of the Issuer or an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of a material
amount of assets of the Issuer or its subsidiaries.
Item 5. Interest in Securities of the Issuer
(a) and (b) IBA beneficially owns, in the aggregate, 751,300 shares of
Common Stock or approximately 9.39% of the outstanding shares
of Common Stock of the Issuer as reported in the Issuer's Form
10-Q for the period ended December 31, 1998. Of the 751,300
shares of Common Stock beneficially owned by IBA, IBA
possesses the sole power to dispose of, direct the disposition
of and vote 751,300 shares. Belgabeam's beneficial ownership
is indirect through IBA.
(c) Transactions effected within the last 60 days by IBA :
Date No. of Shares Price per Share Where/How Effected
---- ------------- --------------- ------------------
3/9/99 330,000 $10.25 Open Market Purchase
3/11/99 204,600 $10.212688 Open Market Purchase
3/12/99 133,400 $11.1475 Open Market Purchase
3/15/99 3,000 $11.3125 Open Market Purchase
3/18/99 45,500 $11.4945 Open Market Purchase
3/19/99 34,800 $11.50 Open Market Purchase
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There is no contract, arrangement, understanding or relationship among
either of the Reporting Persons and to the best knowledge of the Reporting
Persons, any executive officer or director of either of the Reporting Persons,
and neither the Reporting Persons nor, to the best of their knowledge, any
executive officer or director thereof, has any contract, arrangement,
understanding or relationship with any other person, with respect to the
purchase, holding, voting or disposition of shares of Common Stock or other
securities of the Issuer which are convertible or exercisable into such shares.
Each of the Reporting Persons and its respective executive officers and
directors reserves the right to enter into any such contract, arrangement,
understanding or relationship in the future.
<PAGE>
CUSIP No.85915R105 13D Page 7 of 10 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit A. Information Concerning Reporting Persons' Officers and
Directors.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Date: March 22, 1999
ION BEAM APPLICATIONS S.A.
By: /s/ Pierre Mottet
--------------------------
Pierre Mottet, its
Chief Executive Officer
BELGABEAM S.A.
By: /s/ Eric de Lamotte
--------------------------
Eric de Lamotte, its
Director
<PAGE>
CUSIP No.85915R105 13D Page 8 of 10 Pages
Exhibit Index
Exhibit A. Information Concerning Reporting Persons' Officers and Directors.
<PAGE>
CUSIP No.85915R105 13D Page 9 of 10 Pages
EXHIBIT A
ION BEAM APPLICATIONS S.A.
<TABLE>
<CAPTION>
Name Title Principle Occupation Citizenship
---- ----- -------------------- -----------
<S> <C> <C> <C>
Yves Jongen President President of IBA Belgian
Pierre Mottet Chief Executive Officer CEO of IBA Belgian
Eric de Lamotte Chief Financial Officer CFO of IBA Belgian
Jean-Louis Bol Technical Manager Technical Manager of IBA Belgian
Ahmet Cokragan Vice President of Marketing & V.P. of Marketing & Sales of IBA Belgian
Sales
Philippe de Woot de Trixhe Chairman of the Board Professor emeritus of the Catholic Belgian
University at Louvain
Yves Jongen Director President of IBA Belgian
Ferdinand d'Oultremont Director President of Sopartec S.A. Belgian
Philippe Janssens de Varebeke Director Member of Euroventures Benelux Belgian
In accordance with Belgian law, the following companies are represented on the Board of Directors of IBA:
Tenet Healthcare Corporation, Director Vice President in Charge of U.S.
represented by Donald W. Development of Proton Therapy of Tenet
Thayer
Belgabeam, represented by Director CEO of IBA Belgian
Pierre Mottet
Institut National des Director Chief Financial Officer of IRE Belgian
Radioelements, represented by
Nicole Destexhe
Banque Bruxelles Lambert, Director Managing Director of Brussels office Belgian
represented by Jacques de and Private Banking at Banque
Vaucleroy Bruxelles Lambert
Nivelinvest, represented by Director CEO of Nivelinvest Belgian
Jean-Pierre Dubois
</TABLE>
All officers and directors have the same business address as the Reporting
Person: Chemin du Cyclotron, 3, B-1348 Louvain-la-Neuve, Belgium.
BELGABEAM S.A.
<TABLE>
<CAPTION>
Name Title Principal Occupation Citizenship
---- ----- -------------------- -----------
<S> <C> <C> <C>
Yves Jongen Chairman of the Board President of IBA Belgian
Pierre Mottet Director CEO of IBA Belgian
Eric de Lamotte Director Chief Financial Officer Belgian
</TABLE>
<PAGE>
CUSIP No.85915R105 13D Page 10 of 10 Pages
<TABLE>
<S> <C> <C> <C>
Jean-Louis Bol Director Technical Manager Belgian
Ahmet Cokragan Director V.P. of Marketing & Sales of IBA Belgian
</TABLE>
All officers and directors have the same business address as the Reporting
Person: Chemin du Cyclotron, 3, B-1348 Louvain-la-Neuve, Belgium.
