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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)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
QUIDEL CORPORATION
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
74838J101
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(CUSIP Number)
Jack W. Schuler
28161 North Keith Drive
Lake Forest, Illinois 60045
(847) 607-2066
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 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 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).
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CUSIP NO. 74838J101 13D PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Jack W. Schuler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK 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
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7 SOLE VOTING POWER
NUMBER OF
1,773,306
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
114,625
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,773,306
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
114,625
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,887,931
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 74838J101 13D Page 3 of 6
ITEM 1. SECURITY AND ISSUER
This Statement relates to shares of Common Stock, par value $0.001 per
share ("Quidel Common Stock"), of Quidel Corporation, a Delaware corporation
("Quidel"). The principal executive offices of Quidel are located at 10165
Mckellar Court, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Jack W. Schuler with respect to 1,887,931
shares of Quidel Common Stock, consisting of 1,773,306 shares that he owns
directly and through three individual retirement accounts for his benefit and
114,625 shares owned by the Schuler Family Foundation, a tax-exempt private
foundation of which Mr. Schuler is one of three directors.
Mr. Schuler's business address is 28161 North Keith Drive, Lake Forest,
Illinois 60045. Mr. Schuler is a private investor. He is also Chairman of the
Board of Directors of Stericycle, Inc., 28161 North Keith Drive, Lake Forest,
Illinois 60045, which is engaged in the collection, transportation and treatment
of regulated medical waste, and Chairman of the Board of Directors of Ventana
Medical Systems, Inc., 3865 North Business Center Drive, Tucson, Arizona 85705,
which is engaged in the development, manufacture and marketing of instruments
and consumables to automate diagnostic and drug discovery procedures in clinical
histology and drug discovery laboratories. Mr. Schuler is a citizen of the
United States.
Mr. Schuler has never been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and has never been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he 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
The aggregate number of shares of Quidel Common Stock to which this
Statement relates, and the aggregate purchase price of those shares (all of
which were purchased through brokerage transactions in the open market), are as
follows:
Shares acquired directly 1,628,906 $6,108,397
Shares acquired by individual retirement accounts 144,400 767,542
Shares acquired by Schuler Family Foundation 114,625 515,812
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1,887,931 7,391,751
Mr. Schuler used personal funds to acquire the shares of Quidel Common
Stock that he acquired directly. The three individual retirement accounts for
Mr. Schuler's benefit and the Schuler Family Foundation used cash on hand to
acquire the shares of Quidel Common Stock that they respectively acquired.
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CUSIP No. 74838J101 13D Page 4 of 6
ITEM 4. PURPOSE OF TRANSACTION
The shares of Quidel Common Stock that Mr. Schuler acquired directly and
indirectly through his individual retirement accounts, and the shares of Quidel
Common Stock that the Schuler Family Foundation acquired, were acquired for and
are being held for investment purposes. They were not acquired for the purpose
of gaining control of Quidel.
Mr. Schuler has no plans or proposals which relate to or could result in
any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule
13D. Mr. Schuler may from time to time review or reconsider his position and
formulate plans or proposals which relate to or could result in one or more of
such matters, but he has no present intention of doing so.
Depending upon market conditions and other factors, in the future Mr.
Schuler may consider the direct or indirect purchase of additional shares of
Quidel Common Stock, or the sale or other disposition of some or all of his
current shares, either through brokerage transactions in the open market, in
privately negotiated transactions or otherwise. At present, however, he has no
plans for the purchase of additional shares or the sale or other disposition of
his current shares.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Mr. Schuler beneficially owns 1,887,931 shares of Quidel Common
Stock, representing 7.6% of the outstanding shares (determined on the basis of
the outstanding shares of Quidel Common Stock reported in Quidel's Form 10-Q for
the quarter ended June 30, 2000).
(b) Mr. Schuler has the sole power to vote or to direct the vote, and the
sole power to dispose or direct the disposition of, 1,773,306 shares of Quidel
Common Stock, and he has the shared power to vote or direct the vote, and the
shared power to dispose or direct the disposition of, 114,625 shares of Quidel
Common Stock.
Mr. Schuler shares the voting and dispositive power with respect to the
114,625 shares of Quidel Common Stock held by the Schuler Family Foundation. As
previously noted (see Item 2), Mr. Schuler is one of three directors of the
Schuler Family Foundation. The other two directors are Mr. Schuler's wife,
Renata Schuler, and his daughter, Tanya Schuler.
(c) The following is a list of the purchases of shares of Quidel Common
Stock during the 60-day period ending on October 11, 2000. All of these
purchases were made through brokerage transactions in the open market:
Date Number of Shares Price Per Share
Mr. Schuler directly:
September 19, 2000 32,000 $ 5.2288
September 20, 2000 21,000 4.8542
September 21, 2000 20,000 4.7500
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CUSIP No. 74838J101 13D Page 5 of 6
September 22, 2000 200 4.6250
September 22, 2000 1,100 4.6250
September 22, 2000 500 4.6250
September 25, 2000 38,000 4.3478
September 26, 2000 25,000 4.2600
September 27, 2000 25,000 4.2500
September 29, 2000 8,000 4.2266
October 2, 2000 15,000 4.0083
October 5, 2000 2,500 3.9792
October 6, 2000 7,800 3.9734
October 11, 2000 3,350 3.8591
October 12, 2000 12,500 4.3438
October 13, 2000 8,000 4.5000
October 11, 2000 480,000 3.8750
Mr. Schuler's individual retirement accounts:
September 1, 2000 5,000 $ 6.6250
September 1, 2000 900 6.4375
September 1, 2000 900 6.5000
September 1, 2000 100 6.5000
September 1, 2000 2,000 6.4375
September 1, 2000 1,000 6.5000
September 1, 2000 1,000 6.5000
September 5, 2000 500 6.3750
September 5, 2000 300 6.3750
September 5, 2000 100 6.3750
September 5, 2000 1,600 6.3750
September 5, 2000 1,000 6.1250
September 5, 2000 2,000 6.1875
September 5, 2000 1,000 6.2500
September 6, 2000 100 6.3750
September 6, 2000 100 6.3750
September 6, 2000 100 6.3750
September 6, 2000 100 6.3750
September 6, 2000 100 6.3750
September 7, 2000 3,000 6.3750
September 19, 2000 5,000 5.2288
September 19, 2000 13,000 5.2289
September 29, 2000 10,000 4.1288
October 3, 2000 6,000 3.9672
October 4, 2000 5,000 4.0000
October 5, 2000 5,000 3.9792
Schuler Family Foundation:
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CUSIP No. 74838J101 13D Page 6 of 6
October 11, 2000 60,000 $ 3.8750
There were no sales or other dispositions of shares of Quidel Common
Stock during this 60-day period.
(d) The three individual retirement accounts and the Schuler Family
Foundation each have the right to receive and the power to direct the receipt of
dividends from, and the proceeds of sale from, the shares of Quidel Common Stock
that they respectively hold.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Schuler and any other person with respect to
securities of Quidel, including, but not limited to, transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option agreements,
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.
None.
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 23, 2000.
/s/ Jack W. Schuler
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Jack W. Schuler
