UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SYMBOLLON CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
8715H106
(CUSIP Number)
Jean F. Geisel
Secretary
Bausch & Lomb Pharmaceuticals, Inc.
One Bausch & Lomb Place
Rochester, New York 14604
(716) 338-6800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 4, 1998
(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 [ ].
*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).
(Continued on the following page(s))
CUSIP No. 8715H106 Page 2 of 5 Pages
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bausch & Lomb Pharmaceuticals, Inc.
59-2551652
___________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(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
Delaware
___________________________________________________________________________
(7) SOLE VOTING POWER
669,545
NUMBER OF SHARES (8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH (9) SOLE DISPOSITIVE POWER
669,545
(10) SHARED DISPOSITIVE POWER
___________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
669,545
___________________________________________________________________________
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
___________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
___________________________________________________________________________
(14) TYPE OF REPORTING PERSON (See Instructions)
CO
___________________________________________________________________________
CUSIP No. 8715H106 Page 3 of 5 Pages
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D relates to shares of the Common Stock,
par value .001 per share ("Common Stock"), of Symbollon Corporation (the
"Issuer") and is being filed on behalf of the undersigned to amend Schedule
13D (as amended, "Schedule 13D") which was originally filed on August 4,
1997. Unless otherwise indicated, all capitalized terms used herein but
not defined herein shall have the same meaning as set forth in Schedule
13D. The Issuer's principal executive office is located at 37 Loring
Drive, Framingham, Massachusetts 33637.
Item 2. Identity and Background.
This statement is submitted by Bausch & Lomb Pharmaceuticals, Inc., a
corporation organized under the laws of the State of Delaware. Bausch &
Lomb Pharmaceuticals, Inc.'s principal business is pharmaceuticals and its
principal business and office address is 8500 Hidden River Parkway, Tampa,
Florida 33637. Bausch & Lomb Pharmaceuticals, Inc. is a wholly-owned
subsidiary of Bausch & Lomb Incorporated, a corporation organized under the
laws of the State of New York. Its principal business is eye care,
including soft and rigid gas permeable contact lenses, lens care products,
premium sunglasses and ophthalmic pharmaceutical products. Bausch & Lomb
Incorporated's principal executive office is at One Bausch & Lomb Place,
Rochester, New York 14604. Bausch & Lomb Pharmaceuticals, Inc. has not,
during the last five years, been convicted in a criminal proceeding and has
not, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which it is or was 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.
The names, business addresses and occupational information for: (a) each
executive officer and director of Bausch & Lomb Pharmaceuticals, Inc., (b)
each executive officer and director of Bausch & Lomb Incorporated is set
forth in Exhibit A. To the best of the knowledge of Bausch & Lomb
Pharmaceuticals, Inc. and Bausch & Lomb Incorporated, respectively, each of
the individuals on Exhibit A has not, during the last five years, been
convicted in a criminal proceeding and has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it is or was 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
Working capital in the amount of $350,000.
Item 4. Purpose of the Transaction
Bausch & Lomb Pharmaceuticals, Inc. ("BLPI") entered into a Stock
Purchase Agreement with Symbollon Corporation (the "Issuer"), dated
August 4, 1997 (the "Stock Purchase Agreement") in connection with a
Collaboration and Sale/License Agreement of the same date between BLPI and
the Issuer (the "Sale/License Agreement"). Under the Sale/License
Agreement, Issuer, with
CUSIP No. 8715H106 Page 4 of 5 Pages
assistance from BLPI, will develop enzyme-based iodine technology for
treatment of infectious diseases of the eye and BLPI will have the
exclusive U.S. and Canada marketing rights for ophthalmic products based on
the Issuer's iodine technology. Under the terms of the Stock Purchase
Agreement, on August 4, 1997, BLPI purchased $500,000 in original issue
shares of the Issuer's Common Stock at a price per share equal to the
average closing price for the preceding five trading days, or 266,667
shares at $1.8975 per share.
As required under the Stock Purchase Agreement, BLPI purchased, on August
4, 1998, an additional $350,000 of Common Stock at a price per share equal
to the average closing price on the NASDAQ National Market System for the
five days preceding the first anniversary date of the Stock Purchase
Agreement, or 402,878 shares at $0.86875 per share. BLPI has purchased the
shares of the Issuer's Common Stock for investment purposes and has agreed
with the Issuer not to sell portions of the Common Stock exceeding certain
thresholds for four years ($350,000 in original cost of the shares) or
seven years (the balance of the shares) except as otherwise provided in the
Stock Purchase Agreement. BLPI and its affiliates have agreed not to
purchase additional shares of the Issuer's Common Stock through the seventh
anniversary of the Stock Purchase Agreement without the Issuer's prior
consent.
BLPI has no present intention to seek any extraordinary transactions like a
merger or sale or material amounts of assets with respect to the Issuer nor
to change the Issuer's board of directors, management or organizational
documents or its business or corporate structure. BLPI has agreed to vote
its shares of Common Stock generally in accordance with the recommendations
of the Issuer's Board of Directors, unless a significant transaction with a
competitor of BLPI is contemplated. See Item 6 below. BLPI does expect to
be actively involved in a collaborative effort with the Issuer to develop,
obtain regulatory approval for and commercialize the Issuer's iodine
technology or ophthalmic (and possibly otic) products.
Item 5. Interest in Securities of the Issuer
(a) Bausch & Lomb Pharmaceuticals, Inc. beneficially owns 669,545 shares
of the Issuer's Common Stock, representing 18.7% of the issued and
outstanding shares of the Issuer's Common Stock.
(b) Bausch & Lomb Pharmaceuticals, Inc. has the sole power to vote,
subject to a voting agreement with Issuer set forth in the Stock Purchase
Agreement that requires Bausch & Lomb Pharmaceuticals, Inc. to vote
pursuant to the recommendation of the Issuer's Board of Directors and in
the absence of any such recommendation, in the same proportion as the other
outstanding voting shares of Issuer provided however that such voting
agreement does not apply to any transaction which is not approved by
Issuer's Board of Directors or in the event of a proposed merger or
combination of sale of substantially all the assets of a company which is a
competitor of Bausch & Lomb Pharmaceuticals, Inc. Bausch & Lomb
Pharmaceuticals, Inc. has the sole power to dispose of 669,545 shares of
Common Stock.
(c) Neither Bausch & Lomb Pharmaceuticals, Inc. nor any entity controlling
Bausch & Lomb Pharmaceuticals, Inc. has not had any transactions in the
Common Stock within the last 60 days.
(d) None.
CUSIP No. 8715H106 Page 5 of 5 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
BLPI's ability to transfer the Common Stock is restricted by the Stock
Purchase Agreement until the fourth anniversary thereof with respect to the
Base Shares (as that term is defined in the Stock Purchase Agreement) and
the seventh anniversary with respect to the Additional Shares (as that term
is defined in the Stock Purchase Agreement), although BLPI may use the
original cost of certain such shares to offset certain payment obligations
under the Sale/License Agreement. The Issuer may repurchase the Common
Stock at its original cost.
In the Stock Purchase Agreement, BLPI and its affiliates agreed to vote
their shares of the Issuer's Common Stock in accordance with the
recommendation of the Issuer's Board of Directors. In the absence of a
recommendation, they agreed to vote in the same proportion as the other
outstanding shares of the Issuer are voted in any matter submitted to the
Issuer's shareholders. These voting agreements do not apply to any
transaction not approved by the Issuer's Board of Directors or in the event
of a proposed merger or combination or sale of substantially all of the
assets of the Issuer to a competitor of BLPI.
Item 7. Material to Be Filed as Exhibits
(a) Exhibit A to Schedule 13D has been amended to set forth the
current Executive Officers and Directors of Bausch & Lomb Pharmaceuticals,
Inc. and Bausch & Lomb Incorporated.
Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief the undersigned certify that the information set forth in this
statement is true, complete and correct.
August 6, 1998 BAUSCH & LOMB PHARMACEUTICALS, INC.
By:_______________________________
Jean F. Geisel, Secretary
EXHIBIT A
DIRECTORS AND OFFICERS OF
BAUSCH & LOMB PHARMACEUTICALS, INC.
DIRECTORS
David F. Jarosz
Thomas M. Riedhammer
Robert B. Stiles
OFFICERS
Thomas M. Riedhammer, President
Eileen Farinacci, Vice President
Jean F. Geisel, Secretary
David F. Jarosz, Assistant Secretary
Alan H. Resnick, Treasurer
Ed Mullen, Assistant Treasurer
BAUSCH & LOMB INCORPORATED
Executive Officers
April 28, 1998
William H. Waltrip Chairman
William M. Carpenter President and Chief Executive Officer
Dwain L. Hahs Executive Vice President and President, Eyewear
Carl E. Sassano Executive Vice President and President, Vision
Care
Daryl M. Dickson Senior Vice President, Human Resources
James C. Foster Senior Vice President and President and Chief
Executive Officer, Charles River Laboratories
Stephen C. McCluski Senior Vice President and Chief Financial
Officer
Thomas M. Riedhammer Senior Vice President and President, Worldwide
Pharmaceuticals
Robert B. Stiles Senior Vice President and General Counsel
Jurij Z. Kushner Vice President and Controller
BAUSCH & LOMB INCORPORATED
Board of Directors
April 28, 1998
Franklin E. Agnew Business Consultant
William M. Carpenter President & Chief Executive Officer
Bausch & Lomb Incorporated
Domenico De Sole President and Chief Executive Officer
Gucci Group N.V.
Jonathan S. Linen Vice Chairman
American Express Company
Ruth R. McMullin Business Consultant
John R. Purcell Chairman & Chief Executive Officer
Grenadier Associates Ltd.
Linda Johnson Rice President & Chief Operating Officer
Johnson Publishing Company
Alvin W. Trivelpiece Director, Oak Ridge National Laboratory and
President, Lockheed Martin Energy Research
Corporation
William H. Waltrip Chairman
Bausch & Lomb Incorporated
Kenneth L. Wolfe Chairman of the Board & Chief Executive Officer
Hershey Foods Corporation
