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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CERUS CORPORATION
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
157085 10 1
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(CUSIP Number)
J. Patrick Fitzsimmons
One Baxter Parkway
Deerfield, IL 60015
(847) 948-3781
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 21, 1998
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(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 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).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 157085 10 1 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons (entities only)
BAXTER INTERNATIONAL INC.
I.R.S. Identification Number: 36-0781620
BAXTER HEALTHCARE CORPORATION
I.R.S. Identification Number: 36-2999006
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(2) Check the Appropriate Box if a Member (a) [_]
of a Group* (b) [_]
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check 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
DELAWARE
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Number of Shares (7) Sole Voting Power
Beneficially Owned -0-
by Each Reporting ------------------------------------------------------
Person With (8) Shared Voting Power
1,617,425
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(9) Sole Dispositive Power
-0-
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(10) Shared Dispositive Power
1,617,425
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,617,425
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [_]
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(13) Percent of Class Represented by Amount in Row (11)
18.1%
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(14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 157085 10 1 13D Page 3 of 4 Pages
This Schedule 13D relates to the holdings of Baxter Healthcare Corporation, a
Delaware corporation ("Purchaser"), of 1,617,425 shares (the "Shares") of common
stock, $0.001 par value per share ("Common Stock"), of Cerus Corporation, a
Delaware corporation (the "Company").
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of the Company. The address of the
principal executive offices of the Company is:
2525 Stanwell Drive
Concord, California 94520
Telephone: (925) 603-9071
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Purchaser and Baxter International Inc., a
Delaware corporation and the owner of 100% of the capital stock of Purchaser
(the "Parent"). The principal executive offices of Purchaser and Parent are
located at One Baxter Parkway, Deerfield, Illinois, 60015. Purchaser and
Parent are engaged in the worldwide development, distribution and manufacture of
a diversified line of products, systems and services used primarily in the
health care field.
Neither Parent nor Purchaser, nor, to the best of the knowledge of Parent and
Purchaser, any director or executive officer of Parent or Purchaser, has been
during the last five years, (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (b) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Purchaser received the funds necessary to purchase the Shares from Parent.
Parent transferred such funds to Purchaser from Parent's working capital.
ITEM 4. PURPOSE OF TRANSACTION
Purchaser and the Company are parties to a Development, Manufacturing and
Marketing Agreement effective as of April 1, 1996 and amended and restated
effective as of June 30, 1998 (the "Red Cell Agreement"), which provides, among
other things, that Purchaser may be required to purchase shares of Common Stock
of the Company from time to time upon the occurrence of certain events specified
therein. In July 1998, one of the milestones set forth in the Red Cell
Agreement was met, resulting in an obligation of Purchaser to purchase 159,595
shares of Common Stock of the Company. This purchase was consummated on July
21, 1998.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Except as set forth above, neither Purchaser, Parent, nor, to the best of the
knowledge of Purchaser and Parent, any director or executive officer of
Purchaser or Parent beneficially owns any other shares of Common Stock of the
Company.
(a) Purchaser and Parent each beneficially own an aggregate of
1,617,425 shares of Common Stock, which constitute approximately
18.1% of the total number of outstanding shares of Common Stock
of the Company.
(b) Purchaser and Parent share the power to vote and dispose of the
Shares.
(c) Purchaser and Parent acquired 159,595 shares of Common Stock on
July 21, 1998 at a purchase price of $18.7975 per share. The
purchase was effected in accordance with the provisions of the
Red Cell Agreement which requires Purchaser to purchase shares of
Common Stock upon the occurrence of certain events specified
therein.
(d) Not applicable
(e) Not applicable
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CUSIP No. 157085 10 1 13D Page 4 of 4 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Company has entered into two development and commercialization agreements
with Purchaser to develop, manufacture and market pathogen inactivation systems
for platelets, fresh frozen plasma and red blood cells: the Red Cell Agreement
(see Item 4, above) and the Development, Manufacturing and Marketing Agreement
dated as of December 13, 1993 by and between the Company and Purchaser. These
agreements provide for the Company and Purchaser to share development expenses.
Under the agreements, Purchaser has the right and responsibility to market the
systems worldwide, and the Company is entitled to receive a share of the gross
profits from the sale of the systems.
Except as set forth above, to the best knowledge of Purchaser and Parent, no
contracts, arrangements, understandings or relationships (legal or otherwise)
exist among the persons named in Item 2 above, or between such persons and any
other person with respect to any securities of the Company, including, but not
limited to, transfer or voting of such securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT 7.1 Development, Manufacturing and Marketing Agreement effective as of
April 1, 1996 and amended and restated effective as of June 30,
1998 by and between Baxter Healthcare Corporation and Cerus
Corporation (incorporated by reference to Exhibit 10.32 of the
Current Report on Form 8-K filed by Cerus Corporation (Commission
File No. 000-21937) on July 22).
EXHIBIT 7.2 Development, Manufacturing and Marketing Agreement dated as of
December 13, 1993 by and between Baxter Healthcare Corporation and
Cerus Corporation (incorporated by reference to Exhibit 10.17 to
Registration Statement on Form S-1 (No. 333-11341) filed by Cerus
Corporation (Commission File No. 000-21937)).
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned corporations certifies that the information set
forth in this statement is true, complete and correct.
DATE: July 28, 1998
BAXTER HEALTHCARE CORPORATION
By: /s/ Jan Stern Reed
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Corporate Secretary
BAXTER INTERNATIONAL INC.
By: /s/ Jan Stern Reed
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Corporate Secretary
