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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
OraSure Technologies, Inc.
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(Name of Issuer)
Common Stock, par value $.000001 per share
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(Title of Class of Securities)
68554V 10 8
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(CUSIP Number)
William M. Hinchey
OraSure Technologies, Inc.
150 Webster Street
Bethlehem, Pennsylvania 18015
(610) 882-1820
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 29, 2000
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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 that 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 for
other parties to whom copies are to be sent.
(Continued on the following pages)
Page 1 of 6 Pages
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/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).
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CUSIP No. 68554V 10 8 Page 2 of 6 Pages
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William M. Hinchey
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2.
CHECK THE APPROPRIATE BOX IF A GROUP* (a) [_]
(b) [X]
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3.
SEC USE ONLY
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4.
SOURCE OF FUNDS
OO
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5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
[_]
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7.
SHARES SOLE VOTING POWER 2,235,475
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BENEFICIALLY 8.
OWNED BY SHARED VOTING POWER 24,917
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EACH 9.
REPORTING SOLE DISPOSITIVE POWER 2,235,475
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PERSON WITH 10.
SHARED DISPOSITIVE POWER 24,917
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11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,260,392
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12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
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13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
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14.
TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
Item 1. Security and Issuer.
(a) Title of the Security:
Common Stock, $.000001 par value per share.
(b) Name of the Issuer:
OraSure Technologies, Inc., a Delaware corporation.
(c) The Issuer's address of its principal executive office:
8505 SW Creekside Place
Beaverton, Oregon 97008
Item 2. Identity and Background.
(a) Name:
William M. Hinchey
(b) Business Address:
150 Webster Street
Bethlehem, Pennsylvania 18015
(c) Present principal occupation and name and address of such
principal occupation:
Mr. Hinchey is Senior Vice President of Marketing for Drugs-of-Abuse
of the Issuer at the address listed in Item 2.(b) above.
(d) Criminal Convictions within the past five years:
Mr. Hinchey has not been the subject of any criminal proceeding
resulting in his conviction in the previous five years from the date
of the statement.
(e) Party to a Civil Proceeding in the past five years:
During the past five years, Mr. Hinchey has not been a party to any
civil proceeding of a judicial or administrative body with said
proceeding resulting in judgement, 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.
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Page 4 of 6 Pages
(f) Citizenship:
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date of this statement, Mr. Hinchey is the beneficial owner of 529,601
shares of common stock held by a trust of which Mr. Hinchey is the sole trustee.
Mr. Hinchey is the beneficial owner of 24,917 shares of common stock held by a
trust of which Mr. Hinchey is the co-trustee with an independent third party. In
addition, Mr. Hinchey is the direct beneficial owner of 1,705,874 shares of
common stock. Mr. Hinchey acquired the shares of Issuer's common stock upon the
conversion of shares of common stock of STC Technologies, Inc. ("STC") into
shares of common stock of the Issuer as a result of a transaction in which each
of Epitope, Inc. ("Epitope") and STC merged into the Issuer (the "Merger")
pursuant to an Agreement and Plan of Merger dated May 6, 2000 (the "Agreement").
Prior to the Merger, Epitope's common stock was listed on the NASDAQ National
Market System under the symbol "EPTO" and the capital stock of STC was privately
held and not traded in a public market. Upon the completion of the Merger, the
Issuer assumed Epitope's listing on the NASDAQ National Market System under the
symbol "OSUR" and assumed Epitope's registration under Section 12(g) of the
Securities Exchange Act of 1934, as amended, as successor to Epitope, pursuant
to Rule 12g-3 promulgated thereunder. Pursuant to the Agreement, shares of
Epitope's common stock were converted into Issuer's common stock on a
one-for-one basis and shares of STC's common stock were converted into Issuer's
common stock on a one for 5.2960102794 basis. Upon the completion of the Merger,
36,340,210 shares of Issuer's common stock were issued and outstanding.
Item 4. Purpose of Transaction.
Mr. Hinchey's reporting obligation on this statement arose as a result of the
effectiveness of the Merger, described in Item 3. above, on September 29, 2000.
In connection with the Merger and pursuant to the Agreement, the board of
directors of the Issuer consists of seven members of which three were designated
by the board of directors of STC, three were designated by the board of
directors of Epitope and one was designated by the board of directors of both
STC and Epitope. In addition, the persons who were executive officers of STC,
including Mr. Hinchey, are officers of the Issuer.
(a) - (j) At the time Mr. Hinchey acquired such shares, Mr. Hinchey did not
have any plan or proposal which related to, or would result in any action with
respect to, the matters listed in paragraphs (b) through (j) of Item 4 of
Schedule 13D (although Mr. Hinchey reserves the right as an executive officer of
the Issuer to develop such plans or proposals). In the future, Mr. Hinchey may
decide to purchase additional shares of common stock in the open market or
private transactions, or to sell any or all of his shares of common stock.
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Page 5 of 6 Pages
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Number of Shares Beneficially Owned:
2,260,392
Percentage of Securities Beneficially Owned:
6.2%
(b) Mr. Hinchey has sole dispositive and voting power over
2,235,475 shares of common stock reported or beneficially
owned by Mr. Hinchey and shares dispositive and voting power
over 24,917 shares of common stock held by a trust of which
Mr. Hinchey is co-trustee.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Issuer.
STC granted Mr. Hinchey the right to purchase 3,000 shares of common stock of
STC on December 15, 1999 at an exercise price of $4.25 per share which vest
ratably over a four year period commencing on December 15, 2000 (the "Option").
Upon the completion of Merger, the Issuer converted the Option into a right to
purchase 15,888 shares of Issuer's common stock at an exercise price of $.81 per
share vesting on the same basis as the Option. The shares underlying the Option
are not included in Mr. Hinchey's beneficial ownership calculations in this
statement because no shares underlying the Option are currently exercisable or
exercisable within 60 days of the date of this statement.
Item 7. Material to Be Filed as Exhibits
Exhibit No. Description of Exhibit
99.1 Agreement and Plan of Merger dated May 6, 2000 (filed as Annex
A to the Issuer's Registration Statement on Form S-4 filed on
June 14, 2000, as amended and is incorporated herein by
reference).
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Page 6 of 6 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.
Dated: October 10, 2000
/s/ William M. Hinchey
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William M. Hinchey
