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OMB APPROVAL
OMB Number:3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. *)
Strategic Diagnostics Inc.
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------
(Title of Class of Securities)
862700101
(CUSIP Number)
Banner Partners
c/o Bryan & Edwards
3000 Sand Hill Road, Bldg. 1, Ste. 190
Menlo Park, CA 94025
(415) 854-1555
- ------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 31, 1996
(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(b)(3) or
(4), check the following box / /.
Check the following box if a fee is being paid with the statement
/ /. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91)
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SCHEDULE 13D
CUSIP No. 862700101 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Banner Partners
IRS No.: 94-2703211
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /*/
(b) / /
- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
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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
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 507,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
507,000
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,000
- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 862700101 Page 3 of 8 Pages
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
William C. Edwards:
S.S. No.: ###-##-####
- ----------------------------------------------------------------
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
United States
- ----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 507,000
REPORTING -----------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------
10 SHARED DISPOSITIVE POWER
507,000
- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,000
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE
AND THE SIGNATURE ATTESTATION.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 862700101 Page 4 of 8 Pages
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1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Alan R. Brudos
S.S. No.: ###-##-####
- ------------------------------------------------------------------
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
United States
- -------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 507,000
REPORTING ------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
------------------------------------------
10 SHARED DISPOSITIVE POWER
507,000
- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
507,000
- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 862700101 Page 5 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock (the "Stock") of
Strategic Diagnostics Inc. ("SDI"). The principal executive office
of SDI is located at 128 Sandy Drive, Newark, DE 19713. The
reporting persons listed below had previously filed a Schedule 13D
(the "Previous Schedule") reflecting the beneficial ownership of
7.67% of the outstanding common stock of Ensys Environmental
Products, Inc., which was acquired by SDI as of December 31, 1996.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement and the persons enumerated in
Instruction C of Schedule 13D and, where applicable, their
respective places of organization, general partners, directors,
executive officers and controlling persons, and the information
regarding them, are as follows:
(a) Banner Partners ("Banner"); William C. Edwards ("Edwards");
and Alan R. Brudos ("Brudos").
(b) The business address of Banner, Edwards and Brudos is 3000
Sand Hill Road, Bldg. 1, Ste. 190, Menlo Park, CA 94025.
(c) Edwards and Brudos are the general partners of Banner, which
is an investment limited partnership.
(d) During the last five years, none of such persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of such persons was 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.
(f) Banner is a California limited partnership, and Edwards and
Brudos are citizens of the United States of America.<PAGE>
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SCHEDULE 13D
CUSIP No. 862700101 Page 6 of 8 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of funds used in purchasing the Stock were as
follows:
Purchaser Source of Funds Amount
Banner (managed
by Palo Alto Investors) Working Capital $ 1,394,548.33
ITEM 4. PURPOSE OF TRANSACTION.
The principal purpose of the acquisitions of securities is
investment. The persons named in Item 2 of this statement have no
plans or proposals that relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving SDI or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of SDI or of
any of its subsidiaries;
(c) Any change in the present board of directors or management of
SDI, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(d) Any material change in the present capitalization or dividend
policy of SDI;
(e) Any other material change in SDI's business or corporate
structure;
(f) Changes in SDI's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of SDI by any person;
(g) Causing a class of securities of SDI to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(h) A class of equity securities of SDI becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(i) Any action similar to any of those enumerated above.
<PAGE>
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SCHEDULE 13D
CUSIP No. 862700101 Page 7 of 8 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Stock of the persons named in Item
2 of this amended statement is as follows at the date hereof:
Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared
Banner 507,000 3.9% -0- 507,000 -0- 507,000
Edwards 507,000 3.9% -0- 507,000 -0- 507,000
Brudos 507,000 3.9% -0- 507,000 -0- 507,000
The persons filing this statement effected the following
transactions in the Stock on the dates indicated, and such
transactions are the only transactions in the Stock since October
31, 1996, by the persons filing this statement:
None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Edwards and Brudos are the general partners of Banner pursuant to
a limited partnership agreement (the "LPA"). The LPA provides to
the general partners the authority, among other things, to invest
Banner's funds in the Stock, to vote and dispose of those
securities and to file this statement on Banner's behalf. Pursuant
to Banner's investment management agreement (the "IMA") with Palo
Alto Investors ("PAI"), PAI is authorized, among other things, to
invest a portion of Banner's funds and to vote and dispose of
securities acquired by such funds, including the Stock. The IMA
may be terminated by either party on notice as provided in the IMA
and provides for fees paid to PAI based on assets under management
and realized gains. The Previous Schedule mistakenly described
Banner's account managed by PAI as constituting a distinct
partnership called "Banner Partners, Minaret." No such separate
partnership exists.
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SCHEDULE 13D
CUSIP No. 862700101 Page 8 of 8 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I
certify that the information set forth in this statement is true,
complete and correct.
DATED: February 13, 1997
BANNER PARTNERS,
a California limited partnership
By: /s/ William C. Edwards
William C. Edwards,
General Partner
By: /s/ Alan R. Brudos
Alan R. Brudos,
General Partner
/s/ William C. Edwards
William C. Edwards
/s/ Alan R. Brudos
Alan R. Brudos
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