UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
QUIDEL CORPORATION
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
74838J101
(CUSIP Number)
Marcia Casey, Esq.
John Hancock Mutual Life Insurance Company
Law Department, 55th floor
P.O. Box 111
200 Clarendon Street
Boston, Massachusetts 02117
(617) 572-9183
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 16, 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 o.
Check the following box if a fee is being paid with the statement o. (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).
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Mutual Life Insurance Company:
IRS Identification No. 04-1414660
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
7 SOLE VOTING POWER
NUMBER OF
SHARES 603,997
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
603,997
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,396, including (i) 517,712 shares held by John Hancock Mutual
Life Insurance Company and 86,285 shares held by the John Hancock
Mutual Life Insurance Company Pension Plan, (ii) 97,545 shares owned
through its indirect wholly owned subsidiary, John Hancock Capital
Growth Management, Inc., and (iii) 500 shares owned by, and 20,354
shares held in a discretionary account of, Sutro & Co., Incorporated,
an indirect wholly-owned broker-dealer subsidiary of John Hancock
Mutual Life Insurance Company.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.35%
14 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 3 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Subsidiaries, Inc.: IRS Identification No. 04-2687223
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None except for (i) 97,545 owned through its indirect wholly owned
subsidiary, John Hancock Capital Growth Management, Inc., and (ii)
500 shares held by, and 20,354 shares held in a discretionary account
of, Sutro & Co., Incorporated, a wholly-owned broker-dealer
subsidiary of John Hancock Subsidiaries, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
CO/HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 4 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hancock Venture Partners, Inc.: IRS Identification No. 04-2765223
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None except for 97,545 shares owned through its direct wholly owned
subsidiary, John Hancock Capital Growth Management, Inc.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes 500 shares held by, and 20,354 shares held in a
discretionary account of, Sutro & Co., Incorporated, an indirect
wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
CO/IA/HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 5 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Capital Growth Management, Inc.:
IRS Identification No. 04-2870816
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF
SHARES 97,545
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
97,545
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,545 by virtue of its powers as a general partner of Gramercy Hill
Partners, L.P. and Capital Growth Partners, L.P.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes 500 shares held by, and 20,354 shares held in a
discretionary account of, Sutro & Co., Incorporated, an indirect
wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 6 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gramercy Hill Partners, L.P.: IRS Identification No. 13-3565834
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF
SHARES 10,654
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
10,654
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,654
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes 500 shares held by, and 20,354 shares held in a
discretionary account of, Sutro & Co., Incorporated, an indirect
wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 7 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Capital Growth Fund III, L.P.:
IRS Identification No. 13-3570665
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes 500 shares held by, and 20,354 shares held in a
discretionary account of, Sutro & Co., Incorporated, an indirect
wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 8 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Capital Growth Partners, L.P.: IRS Identification No. 04-2978138
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF
SHARES 86,891
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
86,891
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,891 by virtue of its powers as a general partner of John Hancock
Capital Growth Fund IIB L.P.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes 500 shares held by, and 20,354 shares held in a
discretionary account of, Sutro & Co., Incorporated, an indirect
wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 9 of 16 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Capital Growth Fund IIB, L.P.:
IRS Identification No. 04-3281630
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF
SHARES 86,891
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
86,891
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
86,891
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
Excludes 500 shares held by, and 20,354 shares held in a
discretionary account of, Sutro & Co., Incorporated, an indirect
wholly-owned subsidiary of John Hancock Mutual Life Insurance
Company.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 10 of 16 Pages
THIS AMENDMENT RESTATES AND AMENDS A SCHEDULE 13D AND THE AMENDMENTS THERETO
WITH RESPECT TO THE SECURITIES AND ISSUER NAMED IN ITEM 1 BELOW. THE INITIAL
SCHEDULE 13D WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OR ABOUT
FEBRUARY 8, 1991.
Item 1. Security and issuer.
This statement relates to the common stock, $.001 par value per share
(the "Common Stock"), of Quidel Corporation, a Delaware corporation (the
"Issuer"). The principal executive office of the Issuer is 10165 McKellar Court,
San Diego, California 92121.
Item 2. Identity and background.
This statement is filed pursuant to Reg. ss.13(d)-1(f)(1) by John
Hancock Mutual Life Insurance Company, a Massachusetts mutual life insurance
company ("Hancock"), John Hancock Subsidiaries, Inc., a Delaware corporation
(the "Holding Company"), Hancock Venture Partners, Inc., which was formerly
named "John Hancock Venture Capital Management, Inc." ("Venture Partners"), John
Hancock Capital Growth Management, Inc., a Delaware corporation (the "Management
Company"), Gramercy Hill Partners, L.P. ("GHLP"), John Hancock Capital Growth
Fund III, L.P. ("Fund III"), Capital Growth Partners, L.P. ("CGLP") and John
Hancock Capital Growth Fund IIB, L.P. ("Fund IIB").
The principal offices and the principal business address of Hancock and
the Holding Company are P.O. Box 111, John Hancock Place, Boston, Massachusetts
02117. The principal office and the principal business address of Venture
Partners, GHLP, CGLP, Fund III and Fund IIB are One Financial Center, 44th floor
Boston, Massachusetts 02111. The principal office and principal business address
of the Management Company are 1140 Taylor Street, San Francisco, California
94108.
Hancock is a life insurance company in the United States, offering a
wide variety of individual and group life and health insurance policies,
individual annuities and group pension products and other financial services.
The Holding Company is a wholly-owned subsidiary of Hancock and owns
various operating subsidiaries of Hancock. Venture Partners is a wholly-owned
subsidiary of the Holding Company and a registered investment adviser and, on
May 3, 1994, acquired all the capital stock of the Management Company. The
Management Company, a wholly-owned subsidiary of Venture Partners and an
indirect wholly-owned subsidiary of the Holding Company, is principally engaged
in the business of furnishing investment, management and administrative services
for Fund III and Fund IIB and for other funds of a similar nature.
The names, business addresses and present principal occupations or
employment of the current executive officers and directors of Hancock are shown
on Exhibit B to this Schedule 13D. Except as set forth on such Exhibits, there
has been no change in the information previously filed with respect to the
officers and directors of the entities named above.
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 11 of 16 Pages
During the last five years, neither Hancock, the Holding Company,
Venture Partners or the Management Company nor any of their respective executive
officers or directors has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) 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.
Item 3. Source and amount of funds or other consideration.
On March 4, 1983, Venture Partners purchased 31,915 shares of Class B
preferred stock of Quidel Corporation ("Old Quidel") for a purchase price of
$750,002. On October 5, 1984, Venture Partners purchased 5,400 shares of Class C
preferred stock of Old Quidel for a purchase price of $108,000. On October 29,
1985, Venture Partners purchased 4,101 shares of Class D preferred stock of Old
Quidel for a purchase price of $102,526. On August 18, 1986, Venture Partners
purchased 11,000 shares of Class E preferred stock and warrants to purchase
2,200 shares of common stock of Old Quidel for a purchase price of $107,800. On
January 19, 1988, Venture Partners purchased 9,846 shares of Class F preferred
stock of Old Quidel for a purchase price of $113,230, and 1,106 shares of common
stock of Old Quidel for a purchase price of $1,770. The source of funds for each
purchase was partnership contributions from the John Hancock Venture Capital
Fund. In 1989, Old Quidel split half of its operations into another corporation,
LaJolla Pharmaceutical. Thus, of the amounts originally received by Old Quidel
from Venture Partners for the purchase of the securities described above, only
half may be deemed to have remained with Old Quidel.
On January 31, 1991, Old Quidel merged with Monoclonal Antibodies, Inc.
The surviving corporation is the Issuer. At the time of the merger, the Old
Quidel securities held by Venture Partners were converted into 146,420 shares of
Common Stock of the Issuer and warrants to purchase 2,465 shares of Common Stock
of the Issuer.
On January 31, 1991, Fund III purchased 616,413 shares of Common Stock
and Fund IIB purchased 50, 252 shares of Common Stock, for an aggregate purchase
price of $1,999,995. Fund III also received warrants to purchase 616,413 shares
and Fund IIB received warrants to purchase 50,252 shares at no additional cost.
The source of the funds was partnership contributions.
On March 5, 1991, Venture Partners completed the disposal of its
146,420 shares of Common Stock and warrants to purchase 2,465 shares of Common
Stock.
On July 1, 1993, Fund III exchanged a promissory note of the Issuer in
the principal amount of $3,698,488 for 902,070 Shares of Common Stock and Fund
IIB exchanged its note of $301,512 for 73,539 shares of Common Stock. The notes
were outstanding pursuant to a Note Purchase Agreement dated as of January 31,
1991 (the "Note Purchase Agreement"), under which Fund III and Fund IIB had made
unsecured subordinated loans to the issuer in the amount of $4,000,000.
As part of the arrangements relating to such exchange, up to 40,000
additional shares were issuable pro rata to Fund III and Fund II if the average
market price of the Common Stock over the 180 day period between July 1, 1993
and December 31, 1993 was below $4.50 per share. Eight hundred shares would be
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 12 of 16 Pages
issued, up to such 40,000 shares maximum, for each $.01 by which $4.50 per share
exceeded such coverage market price. Such adjustment would not be made if either
Fund II B or Fund III sold shares of Common Stock during such period without the
Issuer's consent.
In a series of transactions in December, 1995, Fund III and Fund IIB
sold 203,400 and 16,600 shares, respectively, of the Common Stock. All sales
were open-market transactions effected by brokers on the Nasdaq Stock Market, on
which the Issuer's Common Stock is traded.
Fund III and Fund IIB held Warrants of the Issuer (the "Warrants")
allowing them to acquire shares of Common Stock (the "Warrant Shares") of the
Issuer. Pursuant to the operation of an antidilution provision governing the
Warrants, the number of Warrant Shares that could be acquired was increased in
January, 1996 by a total of 10,168 shares, 9,402 of which Fund III had the right
to acquire 9,402 and the remaining 766 of which Fund IIB had the right to
acquire.
On or about January 29, 1996, the Management Company, acting on behalf
of Fund III and Fund IIB, sold Warrants to acquire 277,387 and 22,613 Warrant
Shares beneficially owned by Fund III and Fund IIB, respectively. The sale was a
privately negotiated transaction between the Management Company and an
institutional investor.
In addition, in a series of transactions from January 2, 1996 through
February 14, 1996, Fund III and Fund IIB sold 99,900 and 8,100 shares,
respectively, of the Common Stock. All sales were open-market transactions
effected by brokers on the Nasdaq Stock Market, on which the Issuer's Common
Stock is traded.
In a series of transactions from February 15, 1996 through May 28,
1996, Fund III and Fund IIB sold 149,800 and 12,200 shares, respectively, of the
Common Stock, at prices ranging from $6.00 to $6.25 per share.
On or about July 16, 1996, the Management Company, acting on behalf of
Fund III, made a distribution of Common Stock of the Issuer to the limited and
general partners of Fund III, including Hancock and the John Hancock Mutual Life
Insurance Company Pension Plan, distributing 1,065,383 shares of Common Stock to
the partners of Fund III. On or about July 16, 1996, the Management Company,
acting on behalf of Fund IIB, authorized the sale of the remaining 86,891 shares
of Common Stock beneficially owned by Fund IIB.
Item 4. Purpose of transaction.
The acquisitions and dispositions of Common Stock and related warrants
reported above were in each case the result of investment decisions made by
Venture Partners, or by the Management Company acting on behalf of Fund III and
Fund IIB. All sales were open-market transactions effected by brokers on the
Nasdaq Stock Market, on which the Issuer's Common Stock is traded. Neither any
of the sales nor the distribution was made with the purpose or the effect of
changing the control of the Issuer, and none was in connection with or as a
participant in any transaction having such purpose or effect.
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 13 of 16 Pages
Item 5. Interest in securities of the issuer.
(a) As a result of the sales and distributions reported hereby, Fund
III no longer owns any shares of Common Stock. Pursuant to the distribution
reported hereby, GHLP owns 10,654 shares of Common Stock (the "GHLP Shares").
Fund IIB owns 86,891 shares of Common Stock (the "Fund IIB Shares") and CGLP, by
virtue of its powers as a general partner of Fund IIB, may be deemed to own the
Fund IIB Shares. The Management Company, as general partner of GHLP, and Venture
Partners, of which the Management Company is a direct subsidiary, may also be
deemed to own the GHLP Shares and the Fund IIB Shares. In addition, Sutro & Co.,
Incorporated, an indirect wholly owned subsidiary of Hancock and a wholly owned
subsidiary of the Holding Company and a registered broker-dealer under the
Securities Exchange Act of 1934 ("Sutro"), owns 500 shares of Common Stock and
holds an additional 20,354 shares (the "Sutro Shares") of the Issuer in a
discretionary account. The Holding Company, of which both the Management Company
and Sutro are subsidiaries, may be deemed to own both the GHLP Shares, the Fund
IIB Shares and the Sutro Shares, a total of 118,399 shares. Hancock owns 603,997
shares of Common Stock, including 517,712 shares held by Hancock and 86,285
shares distributed to the John Hancock Mutual Life Insurance Company Pension
Plan, over which Hancock has voting and dispositive power, and Hancock may also
be deemed to own the GHLP Shares, the Fund IIB Shares and the Sutro Shares.
Each reporting person other than Fund III (i.e. Hancock, the Holding
Company, Venture Partners, the Management Company, Fund IIB, CGLP and GHLP)
holds, both individually and together with the other reporting persons, shares
of Common Stock representing less than 5% of the Issuer's Common Stock
outstanding at March 31, 1996.
(b) GHLP and the Management Company, through its partnership
relationship to GHLP, have sole power to vote or direct the vote of and sole
power to dispose of or direct the disposition of the GHLP Shares. CGLP and the
Management Company, through its partnership relation to CGLP, have sole power to
dispose or direct the disposition of the Fund IIB Shares. Hancock has the sole
power to vote or direct the vote of and sole power to dispose of or direct the
disposition of the 517,712 shares that it owns by reason of the distribution
reported hereby and the 86,285 shares held by the John Hancock Mutual Life
Insurance Company Pension Plan. Except through their respective ownership
interests in the Management Company, none of Hancock, the Holding Company or
Venture Partners has any power to vote or direct the vote of to dispose of or
direct the disposition of the GHLP Shares.
(c) See response 5(a) above.
(d) Not applicable.
(e) Each reporting person ceased to own more than 5% of the Issuer's
outstanding Common Stock on or about July 16, 1996, the date when distribution
of the shares held by Fund III was authorized.
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 14 of 16 Pages
Item 6. Contracts, arrangements, understandings or relationships with respect to
securities of the issuer.
Pursuant to the Note Purchase Agreement described in Item 3 above, the
Management Company made an unsecured subordinated loan to the issuer in the
amount of $4,000,000. The Note Purchase Agreement and the rights of the
Management Company thereunder terminated upon exchange of the notes issued
thereunder for shares of Common Stock.
Item 7. Material to be filed as exhibits.
The following documents are filed as exhibits to this statement:
Exhibit A: Agreement concerning joint filing of Schedule 13D
(Omitted--previously filed with the Schedule 13D
amended hereby).
Exhibit B: Officers and Directors of Hancock (Amended Exhibit B
attached hereto).
Exhibit C: Officers and Directors of the Holding Company
(Omitted--previously filed with the Schedule 13D
amended hereby).
Exhibit D: Officers and Directors of Venture Partners
(Omitted--previously filed with the Schedule 13D
amended hereby).
Exhibit E: Officers and Directors of the Management Company
(Omitted--previously filed with the Schedule 13D
amended hereby).
Exhibit F: General Partners of GHLP (Omitted--previously
filed with the Schedule 13D amended hereby).
Exhibit G: General Partners of CGLP (Omitted--previously
filed with the Schedule 13D amended hereby).
Exhibit H: Note Purchase Agreement (Omitted--previously filed
with the Schedule 13D amended hereby).
Exhibit I: Exchange Agreement (Omitted--previously filed with
the Schedule 13D amended hereby).
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 15 of 16 Pages
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
JOHN HANCOCK MUTUAL LIFE
INSURANCE COMPANY
Dated: September 6, 1996 By:/s/John T. Farady
Name: John T. Farady
Title: Senior Vice President & Treasurer
JOHN HANCOCK SUBSIDIARIES, INC.
Dated: September 6, 1996 By:/s/John T. Farady
Name: John T. Farady
Title: Treasurer
HANCOCK VENTURE PARTNERS, INC.
Dated: September 10, 1996 By:/s/Martha D. Vorlicek
Name: Martha D. Vorlicek
Title: Vice President & Treasurer
JOHN HANCOCK CAPITAL GROWTH
MANAGEMENT, INC.
Dated: September 10, 1996 By:/s/Martha D. Vorlicek
Name: Martha D. Vorlicek
Title: Treasurer
GRAMERCY HILL PARTNERS, L.P.
By: John Hancock Capital Growth
Management, Inc.,
General Partner
By:/s/Martha D. Vorlicek
Dated: September 10, 1996 Name: Martha D. Vorlicek
Title: Treasurer
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 16 of 16 Pages
JOHN HANCOCK CAPITAL GROWTH FUND III, L.P.
By: Gramercy Hill Partners, L.P.,
General Partner
By: John Hancock Capital Growth
Management, Inc., General Partner
Dated: September 10, 1996 By:/s/Martha D. Vorlicek
Name: Martha D. Vorlicek
Title: Treasurer
CAPITAL GROWTH PARTNERS, L.P.
By: John Hancock Capital Growth
Management, Inc., General Partner
Dated: September 10, 1996 By:/s/Martha D. Vorlicek
Name: Martha D. Vorlicek
Title: Treasurer
JOHN HANCOCK CAPITAL GROWTH FUND IIB, L.P.
By: Capital Growth Partners, L.P.,
General Partner
By: John Hancock Capital Growth
Management, Inc., General Partner
Dated: September 10, 1996 By:/s/Martha D. Vorlicek
Name: Martha D. Vorlicek
Title: Treasurer
<PAGE>
SCHEDULE 13D
CUSIP No. 74838J101 Page 17 of 16 Pages
EXHIBIT B
<TABLE>
<CAPTION>
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
Position with John Hancock
Business or Mutual Life Insurance Company
Name Residential Address and Present Principal Occupation
---- ------------------- --------------------------------
<S> <C> <C>
Foster L. Aborn John Hancock Place Vice Chairman of John Hancock
P.O. Box 111 Mutual Life Insurance Company
Boston, MA 02117
Samuel W. Bodman 75 State Street Director of John Hancock Mutual
Boston, MA 02109-1806 Life Insurance Company; Chairman
and Chief Executive Officer of
Cabot Corporation
Joan T. Bok 25 Research Drive Director of John Hancock Mutual
Westborough, MA 01581 Life Insurance Company; Chairman
of Board of New England Electric
System
I. MacAllister Booth 549 Technology Square Director of John Hancock Mutual
Cambridge, MA 02139 Life Insurance Company;
Chairman, President and Chief
Executive Officer of Polaroid
Corporation
William L. Boyan John Hancock Place Director, President and Chief
P.O. Box 111 Operations Officer of John Hancock
Boston, MA 02117 Mutual Life Insurance Company,
Inc.
Dr. Randolph W. Bromery 263 Alden Street Director of John Hancock Mutual
Springfield, MA 01109 Life Insurance Company; President
of Springfield College
Stephen L. Brown John Hancock Place Chairman of the Board and Chief
P.O. Box 111 Executive Officer of John Hancock
Boston, MA 02117 Mutual Life Insurance Company,
Inc.
John M. Conners, Jr. 200 Clarendon Street Director of John Hancock Mutual
Boston, MA 02116 Life Insurance Company; President,
CEO and Director of Hill, Holiday,
Connors, Cosmopulos, Inc.
David F. D'Alessandro John Hancock Place Director of John Hancock Mutual
P.O. Box 111 Life Insurance Company; Senior
Boston, MA 02117 Executive Vice President and John
Hancock Mutual Life Insurance Co.
<PAGE>
<CAPTION>
SCHEDULE 13D
CUSIP No. 74838J101 Page 18 of 16 Pages
Position with John Hancock
Business or Mutual Life Insurance Company
Name Residential Address and Present Principal Occupation
---- ------------------- --------------------------------
<S> <C> <C>
Dr. Kathleen Foley Feldstein 147 Clifton Street Director of John Hancock Mutual
Belmont, MA 02178 Life Insurance Company; President
of Economics Studies, Inc.
Lawrence K. Fish One Citizens Plaza Director of John Hancock Mutual
Providence RI 02903-1339 Life Insurance Company;
Chairman, President and CEO of
Citizens Financial Group, Inc.
Nelson S. Gifford 50 Federal Street - Ste 900 Director of John Hancock Mutual
Boston, MA 02110-2509 Life Insurance Company; Former
Chairman and CEO of Dennison
Mfg. Corporation
Michael C. Hawley Prudential Tower Bldg. Director of John Hancock Mutual
Boston, MA 02199 Life Insurance Company; President
of The Gillette Company
John F. Magee Acorn Park Director of John Hancock Mutual
Cambridge, MA 02140-2390 Life Insurance Company; Chairman
of Arthur D. Little, Inc.
E. James Morton 1st Floor, Clarendon Bldg. Director of John Hancock Mutual
P.O. Box 111 Life Insurance Company; Former
Boston, MA 02117 Chairman and CEO of John
Hancock Mutual Life Insurance
Company
Bruce Skrine John Hancock Place Vice President, Counsel and
P.O. Box 111 Secretary of John Hancock Mutual
Boston, MA 02117 Life Insurance Company, Inc.
Richard F. Syron 86 Trinity Place Director of John Hancock Mutual
New York, NY 10016 Life Insurance Company; Chairman
and Chief Executive Officer of
American Stock Exchange
Robert J. Tarr, Jr. 27 Boylston Street Director of John Hancock Mutual
Chestnut Hill, MA 02167 Life Insurance Company; President
and Chief Executive Officer of
Harcourt General, Inc.
C. Vincent Vappi 240 Sidney Street Director of John Hancock Mutual
Cambridge, MA 02139 Life Insurance Company; Former
Chairman and Chief Executive
Officer of Vappi & Company, Inc.
</TABLE>
