LJL BIOSYSTEMS INC
SC 13G/A, 1999-02-12
LABORATORY ANALYTICAL INSTRUMENTS
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                          
                                    -----------
                                          
                                    SCHEDULE 13G
                                          
                                   (RULE 13d-102)
                                          
          INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
    13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
                           (AMENDMENT NO. _____________)*
                                          
                                LJL BioSystems, Inc.
- --------------------------------------------------------------------------------
                                  (Name of Issuer)
                                          
                      Common Stock, Par Value $0.001 Per Share
- --------------------------------------------------------------------------------
                           (Title of Class of Securities)
                                          
                                    501873 10 3
                        ------------------------------------
                                   (CUSIP Number)
                                          
                                 December 31, 1998
- --------------------------------------------------------------------------------
              (Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:


     / /  Rule 13d-1(b)

     / /  Rule 13d-1(c)

     /X/  Rule 13d-1(d)






*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 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. 501873 10 3                    13G           PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

     LEV J. LEYTES


- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                      (a)  /X/
                                                                      (b)  / /

- --------------------------------------------------------------------------------
3    SEC USE ONLY


- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

- --------------------------------------------------------------------------------
                         5    SOLE VOTING POWER
 NUMBER OF

  SHARES               ---------------------------------------------------------
                         6    SHARED VOTING POWER
BENEFICIALLY
                              4,665,500*
 OWNED BY
                       ---------------------------------------------------------
   EACH                  7    SOLE DISPOSITIVE POWER

 REPORTING                 
                       ---------------------------------------------------------
  PERSON                 8    SHARED DISPOSITIVE POWER

   WITH                       4,665,500*

- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      4,665,500*

- --------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     37.20% **

- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON

     IN

- --------------------------------------------------------------------------------

*  Consists of 4,005,500 shares jointly held by Lev J. Leytes and Galina I.
Leytes, 600,000 shares held  by Yalta Investments, L.P., 30,000 shares held by
the Dina I. Leytes Irrevocable Trust and 30,000 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 her pecuniary interest
therein.

** Calculated based on 12,541,268 shares outstanding as of February 10, 1999.

<PAGE>
                                          
                           INSTRUCTIONS FOR SCHEDULE 13G

INSTRUCTIONS FOR COVER PAGE

(1)   NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish the
      full legal name of each person for whom the report is filed--i.e., each
      person required to sign the schedule itself--including each member of a
      group.  Do not include the name of a person required to be identified in
      the report but who is not a reporting person.  Reporting persons that are
      entities are also requested to furnish their I.R.S. identification
      numbers, although disclosure of such numbers if voluntary, not mandatory
      (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G," below)

(2)   If any of the shares beneficially owned by a reporting person are held as
      a member of a group and that membership is expressly affirmed, please
      check row 2(a).  If the reporting person disclaims membership in a group
      or describes a relationship with other persons but does not affirm the
      existence of a group, please check row 2(b) [unless it is a joint filing
      pursuant to Rule 13d-1(e)(1) in which case it may not be necessary to
      check row 2(b)].

(3)   The third row is for SEC internal use; please leave blank.

(4)   CITIZENSHIP OR PLACE OF ORGANIZATION--Furnish citizenship if the named
      reporting person is a natural person.  Otherwise, furnish place of
      organization.

(5)-(9), (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON,
      ETC.--Rows (5) through (9) inclusive, and (11) are to be completed in
      accordance with the provisions of Item 4 of Schedule 13G.  All percentages
      are to be rounded off to the nearest tenth (one place after decimal
      point).

(10)  Check if the aggregate amount reported as beneficially owned in row (9)
      does not include shares as to which beneficial ownership is disclaimed
      pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.

(12)  TYPE OF REPORTING PERSON--Please classify each "reporting person"
      according to the following breakdown (see Item 3 of Schedule 13 G) and
      place the appropriate symbol on the form:

<TABLE>
<CAPTION>

              CATEGORY                                              SYMBOL
          <S>                                                       <C>
          Broker Dealer                                               BD
          Bank                                                        BK
          Insurance Company                                           IC
          Investment Company                                          IV
          Investment Adviser                                          IA
          Employee Benefit Plan, Pension Fund, or Endowment Fund      EP
          Parent Holding Company/Control Person                       HC
          Savings Association                                         SA
          Church Plan                                                 CP
          Corporation                                                 CO
          Partnership                                                 PN
          Individual                                                  IN
          Other                                                       OO
</TABLE>

NOTES:

      Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.

      Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s).  This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item.  Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.

      Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
                                          
                SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

      Under Section 13(d), 13(g), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.

      Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary.  The
information will be used for the primary purpose of determining and disclosing
the holdings of certain 

<PAGE>

beneficial owners of certain equity securities.  This statement will be made a
matter of public record.  Therefore any information given will be available for
inspection by any member of the public

      Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions.  I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.

      Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
                                          
                                GENERAL INSTRUCTIONS

A.    Statements filed pursuant to Rule 13d-1(b) containing the information
      required by this schedule shall be filed not later than February 14
      following the calendar year covered by the statement or within the time
      specified in Rule 13d-1(b)(2) and 13d-2(c). Statements filed pursuant to
      Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c),
      13d-2(b) and 13d-2(d).  Statements filed pursuant to Rule 13d-1(d) shall
      be filed not later than February 14 following the calendar year covered by
      the statement pursuant to Rules 13d-1(d) and 13d-2(b).

B.    Information contained in a form which is required to be filed by rules
      under section 13(f) for the same calendar year as that covered by a
      statement on this schedule may be incorporated by reference in response to
      any of the items of this schedule.  If such information is incorporated by
      reference in this schedule, copies of the relevant pages of such form
      shall be filed as an exhibit to this schedule.

C.    The item numbers and captions of the items shall be included but the text
      of the items is to be omitted.  The answers to the items shall be so
      prepared as to indicate clearly the coverage of the items without
      referring to the text of the items.  Answer every item.  If an item is
      inapplicable or the answer is in the negative, so state.

<PAGE>

- --------------------------                        ------------------------------
CUSIP NO. 501873 10 3                    13G           Page 5 of 7 Pages
- --------------------------                        ------------------------------

ITEM 1(a).     NAME OF ISSUER:

                    LJL BioSystems, Inc.
               -----------------------------------------------------------------

ITEM 1(b).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                    405 Tasman Drive, Sunnyvale, CA  94089
               -----------------------------------------------------------------

ITEM 2(a).     NAME OF PERSON FILING:

                    Lev J. Leytes
               -----------------------------------------------------------------

ITEM 2(b).     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

                    405 Tasman Drive, Sunnyvale, CA  94089
               -----------------------------------------------------------------

ITEM 2(c).     CITIZENSHIP:

                    U.S.A.
               -----------------------------------------------------------------

ITEM 2(d).     TITLE OF CLASS OF SECURITIES:

                    Common Stock, Par Value $0.001 Per Share
               -----------------------------------------------------------------

ITEM 2(e).     CUSIP NUMBER:

                    501873 10 3
               -----------------------------------------------------------------


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), 13d-2(b) OR
13d-2(c), CHECK WHETHER THE PERSON FILING IS A:

 (a)  / / Broker or dealer registered under Section 15 of the Exchange Act;

 (b)  / / Bank as defined in section 3(a)(6) of the Exchange Act;

 (c)  / / Insurance company as defined in section 3(a)(19) of the Exchange Act;

 (d)  / / Investment company registered under section 8 of the Investment
          Company Act;

 (e)  / / An investment adviser in accordance with Rule 13-d(1)(b)(1)(ii)(E);

 (f)  / / An employee benefit plan or endowment fund in accordance with Rule
          13d-1(b)(1)(ii)(F);

 (g)  / / A parent holding company or control person, in accordance with Rule
          13d-1(b)(ii)(G);

 (h)  / / A savings association, as defined in Section 3(b) of the Federal
          Deposit Insurance Act;

 (i)  / / A church plan that is excluded from the definition of an investment
          company under section 3(c)(14) of the Investment Company Act of 1940;

 (j)  / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


          If this statement is filed pursuant to Rule 13d-1(c), check this box
           / /

<PAGE>

- --------------------------                        ------------------------------
CUSIP NO. 501873 10 3                    13G           Page 6 of 7 Pages
- --------------------------                        ------------------------------

ITEM 4.  OWNERSHIP.

      Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

      (a)  Amount Beneficially Owned:

           4,665,500*
           ---------------------------------------------------------------------

      (b)  Percent of Class:

           37.20%, calculated based on 12,541,268 shares of Common Stock
           outstanding as of February 10, 1999     
           ---------------------------------------------------------------------

      (c)  Number of shares as to which such person has:

           (i)   Sole power to vote or to direct the vote
                                                         -----------------------
           (ii)  Shared power to vote or to direct the vote  4,665,500*
                                                            --------------------
           (iii) Sole power to dispose or to direct the disposition of
                                                                      ----------
           (iv)  Shared power to dispose or to direct the disposition of
                 4,665,500*
                 ---------------------------------------------------------------

*  Consists of 4,005,500 shares jointly held by Lev J. Leytes and Galina I.
Leytes, 600,000 shares held by Yalta Investments, L.P., 30,000 shares held by
the Dina I. Leytes Irrevocable Trust and 30,000 shares held by Mary E. Leytes
Irrevocable Trust.  Mr. Leytes disclaims beneficial ownership of the shares held
in each trust except to the extent of her pecuniary interest therein.

ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
           N/A

ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
           4,005,500 shares are jointly held with Galina I. Leytes, Mr. Leytes'
           spouse.  In addition, Mr. and Mrs. Leytes are general partners of
           Yalta Investments, L.P.  Dina I. Leytes, the beneficiary of the Dina
           I. Leytes Irrevocable Trust, is the daughter of Mr. Leytes.  Mary E.
           Leytes, beneficiary of the Mary E. Leytes Irrevocable Trust, is the
           daughter of Mr. Leytes.

ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
           THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
           N/A

ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
           N/A

ITEM 9.    NOTICE OF DISSOLUTION OF GROUP.
           N/A

ITEM 10.   CERTIFICATION.
           N/A

<PAGE>

- --------------------------                        ------------------------------
CUSIP NO. 501873 10 3                    13G           PAGE 7 OF 7 PAGES
- --------------------------                        ------------------------------

                                      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.

                                   February 4 , 1999
                         ----------------------------------------------------
                                           Date


                                   /s/ Lev J. Leytes
                         ----------------------------------------------------
                                        Signature


                         Lev J. Leytes, President and Chief Executive Officer
                         ----------------------------------------------------
                                             Name/Title


      The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. 
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

      NOTE:  SCHEDULE 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 PARTS TO WHOM COPIES ARE TO BE SENT.

      ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS.  (SEE 18 U.S.C. 1001).


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