UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Name of Issuer: Quidel Corp.
Title of Class of Securities: Common Stock, no par value.
CUSIP Number: 74838J101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(Date of Event which Requires Filing of this Statement)
8/28/97
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).
CUSIP No. 74838J101
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Larry N. Feinberg
2. Check the appropriate box if a member of a group
a. X
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
1,905,300
8. Shared Voting Power
2,132,100
2
9. Sole Dispositive Power
1,905,300
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,905,300
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
8.09%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No. 74838J101
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Jack W. Schuler
2. Check the appropriate box if a member of a group
a. X
b.
3. SEC Use Only
4. SOURCE OF FUNDS
PF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. Sole Voting Power
226,800
8. Shared Voting Power
2,132,100
4
9. Sole Dispositive Power
226,800
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
226,800
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
0.96%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
The Reporting Persons are filing this Amendment No. 2 to
Schedule 13D to report a material increase in their percentage
ownership of common stock (the "Common Stock") of Quidel Corp.
("Quidel").
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
This statement is being filed on behalf of
Messrs. Larry N. Feinberg and Jack W. Schuler with respect
to Common Stock owned beneficially by each of Mr. Feinberg
and Mr. Schuler. Mr. Feinberg is the managing general
partner of Oracle Partners, L.P. and Oracle Institutional
Partners, L.P. each of which is a private investment limited
partnership (the "Partnerships") and the President and sole
shareholder of Oracle Investment Management, Inc. The
principal office of the Partnerships and Oracle Investment
Management Inc. is at 712 Fifth Avenue, 45th Floor, New
York, New York 10019. Mr. Schuler's principal occupation
is health care investments and his principal office is Jack
W. Schuler c/o Crabtree Partners, Suite 410, 1419 Lake Cook
Road, Deerfield, Illinois 60015.
Mr. Feinberg and Mr. Schuler are making a joint
filing pursuant to Rule 13d-1(f) of the Securities Exchange
6
Act of 1934, as amended (the "Act"), because, by reason of
their agreement as described herein, they may be deemed to
be a "group" within the meaning of Section 13(d)(3) of the
Act with respect to acquiring, holding and disposing of
shares of the Common Stock.
Neither Mr. Feinberg nor Mr. Schuler have during
the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither Mr. Feinberg nor Mr. Schuler have during the last
five years been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in 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
violations with respect to such laws.
Mr. Feinberg and Mr. Schuler are both citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Mr. Feinberg is deemed to
beneficially own 1,905,300 shares of Quidel's Common Stock
and Mr. Schuler is deemed to beneficially own 226,800 shares
of Quidel's Common Stock. The shares beneficially owned by
Mr. Feinberg are held by the Partnerships and by managed
accounts over which Oracle Investment Management, Inc. has
7
investment discretion. The shares beneficially owned by
Mr. Schuler are held by him individually and in trust
accounts over which Mr. Schuler has investment discretion.
Mr. Feinberg is the managing general partner of the
Partnerships and the President and sole shareholder of
Oracle Investment Management, Inc. In the last sixty days,
293,050 shares of Common Stock were purchased by the
Partnerships, the above-described managed accounts and
Mr. Schuler in open market transactions at an aggregate cost
of $1,363,277.00. Mr. Feinberg and Mr. Schuler reached an
agreement, on June 8, 1995, whereby the shares of Common
Stock deemed to be beneficially owned by Mr. Schuler would
be voted together with those deemed to be beneficially owned
by Mr. Feinberg. The funds for the purchase of the shares
of Common Stock held in the Partnerships over which Mr.
Feinberg has investment discretion came from capital
contributions to the Partnerships by their general and
limited partners. The funds for the purchase of the shares
of Common Stock held in the managed accounts over which Mr.
Feinberg has investment discretion came from each managed
account's own funds. Funds for Mr. Feinberg's purchase of
Common Stock also came from margin loans entered in the
ordinary course of business. The funds for the purchase of
8
the shares of Common Stock held individually by Mr. Schuler
came from Mr. Schuler's personal assets.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons
together beneficially own 9.05% of Quidel's outstanding
shares of Common Stock from 7.41% beneficially owned as of
July 27, 1995. Mr. Feinberg is deemed to be the beneficial
owner of 1,905,300 shares of Quidel's Common Stock through
his power to vote and dispose of the shares of Common Stock
held by the Partnerships and the managed accounts described
above. Mr. Schuler is deemed to be the beneficial owner of
226,800 shares of Quidel's Common Stock. Mr. Feinberg and
Mr. Schuler have agreed to vote together as a group the
2,132,100 shares of Quidel Common Stock they are deemed to
beneficially own between themselves. Based on Quidel's most
recently filed Form 10-Q, there are believed to be
23,554,333 shares of Quidel's Common Stock outstanding.
Therefore, Mr. Feinberg and Mr. Schuler have agreed to vote
together as a group 9.05% of Quidel's outstanding shares of
Common Stock. Mr. Feinberg and Mr. Schuler have the power
to vote, direct the vote, dispose of or direct the
9
disposition of all the shares of Quidel's Common Stock that
they are currently deemed to beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of
the transactions in the Common Stock of Quidel that were
effected by the Reporting Persons during the past 60 days.
Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
Dated as of September 9, 1997
/s/Larry N. Feinberg
Larry N. Feinberg
Jack W. Schuler
By: /s/ Norman S. Schleifer
Norman S. Schleifer
Attorney-in-fact
00751001.AS7
EXHIBIT A
Daily Transactions* - Common Stock
Trade Date Number of Shares Price Per Share Value
8/19/97 2,500 $4.00 $ 10,000
8/20/97 10,000 4.1125 41,125
8/21/97 13,800 4.2894 59,194
8/22/97 11,500 4.1630 47,875
8/25/97 20,250 4.1867 84,781
8/26/97 25,000 4.375 109,375
8/27/97 40,000 4.5703 182,812
8/27/97 20,000 4.5625 91,250
8/28/97 60,000 4.875 292,500
8/29/97 10,000 4.8125 48,125
9/8/97 80,000 4.953 396,240
___________________
* Each transaction listed above was an open market transaction.
00751001.AS7
