UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CYANOTECH CORPORATION
(Name of Issuer)
Common Stock, par value $.005 per share
(Title of Class of Securities)
232 437-2
(CUSIP Number)
LOUIS L. HOYNES, JR., ESQ.
Senior Vice President and General Counsel
American Home Products Corporation
5 Giralda Farms, Madison, N.J. 07940
(973) 660-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 14, 1999
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 Section 240.13d-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).
<PAGE>
CUSIP No. 232 437-2
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Home Products Corporation ("Parent")
Tax I.D. 13-2526821
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) N/A
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
478,000 (held by MDP Holdings, Inc., a subsidiary of American Cyanamid
Company ("ACY"), each wholly-owned by Parent)
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
478,000 (held by MDP Holdings, Inc., a subsidiary of American Cyanamid
Company ("ACY"), each wholly-owned by Parent)
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
The Statement on Schedule 13D (the "Original Statement"), dated September
8, 1995, filed by American Home Products Corporation, a Delaware corporation, as
amended by Amendment No. 1, dated February 22, 1996, is hereby further amended
by this final Amendment No. 2, dated May 21, 1999, to reflect certain changes in
the information previously filed relating to the outstanding Common Stock par
value $.005 per share (the "Common Stock") of Cyanotech Corporation, a Nevada
corporation ("Cyanotech"), which has its principal executive offices 73-4460
Queen Kaahumanu Hwy., Suite 102, Kailua-Kona, Hawaii 96740.
Item 2 is hereby amended to deleting the second paragraph thereof and
substituting the following language:
Parent is one of the world's largest research-based pharmaceutical and
health care products companies. It is a leader in the discovery, development,
manufacturing and marketing of prescription drugs and over-the-counter
medications. It is also a leader in vaccines, biotechnology, agricultural
products and animal health care.
Item 5 is hereby amended by deleting the initial paragraph and
subparagraphs 5(c) and 5(e) and substituting the following:
As of May 21, 1999, Parent owns 478,000 shares of Cyanotech Common Stock
representing 3.5% of the outstanding Common Stock of Cyanotech.
(c) Set forth on Schedule B hereto are descriptions of the sale
transactions in Common Stock effected by the Reporting Person in open market
transactions between March 18, 1998 and May 18, 1999.
(d) Parent ceased to be the beneficial owner of more than 5% of the
outstanding Common Stock of Cyanotech as of March 8, 1999
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: May 21, 1999
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ John R. Considine
John R. Considine
Vice President-Finance
<PAGE>
Schedule A
Executive Officers and Directors of
American Home Products Corporation
The names and titles of the executive officers and the names of the
directors of American Home Products Corporation ("AHP") and their business
addresses and principal occupations are set forth below. If no address is given,
the director's or executive officer's business address is that of AHP. Unless
otherwise indicated, each occupation set forth opposite an individuals name
refers to AHP and each individual is a United States citizen.
EXECUTIVE OFFICERS Position; Present Principal Occupation
- ------------------ --------------------------------------
John R. Stafford Chairman, President and Chief
Executive Officer
Robert G. Blount Senior Executive Vice President
Robert Essner Executive Vice President
Joseph J. Carr Senior Vice President
Louis L. Hoynes, Jr. Senior Vice President and
General Counsel
Robert I. Levy Senior Vice President-Science and
Technology
William J. Murray Senior Vice President
David M. Olivier Senior Vice President
John R. Considine Vice President-Finance
Paul R. Jones Vice President and Comptroller
Rene R. Lewin Vice President-Human Resources
Thomas M. Nee Vice President-Taxes
DIRECTORS Position; Present Principal Occupation
- ----------- --------------------------------------
Clifford L. Alexander, Jr President of Alexander & Associates,
400 C Street, NE Inc. (consulting firm specializing in
Washington, D.C. 20002 Workforce Inclusiveness)
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation of The Hearst Corporation
959 Eighth Avenue (owns and operates communications
New York, New York 10019 media)
Robert G. Blount Listed above
Robert Essner Listed above
John D. Feerick Dean, Fordham University
Fordham University School of Law since 1982
School of Law
140 West 62nd Street
New York, New York 10023
John P. Mascotte President and Chief Executive
2301 Main Street Officer, Blue Cross Blue Shield
Eighth Floor of Kansas City, Inc.
Kansas City
Missouri 64108
Mary Lake Polan, Department Chair and Professor,
M.D., Ph.D Stanford University School of
Stanford University Medicine
School of Medicine
100 Pasteur Drive
Stanford, CA 94305
Ivan G. Seidenberg Chairman, and
Bell Atlantic Chief Executive Officer,
Corporation Bell Atlantic Corporation
1095 Avenue of the (telecommunications company)
Americas
New York, New York 10036
John R. Stafford Listed above
John R. Torell III Chairman, Torell Management Inc.
Torell Management Inc. (financial advisory company)
767 Fifth Avenue
46th Floor
New York, New York 10153
<PAGE>
Schedule B
<TABLE>
<CAPTION>
Number of Sale
Trade Date Shares Sold Price
<S> <C> <C>
08-Mar-98 10,000 $2.94
08-Mar-99 20,000 $1.02
11-Mar-99 5,730 $1.00
12-Mar-99 7,500 $1.00
15-Mar-99 11,000 $1.00
18-Mar-99 5,500 $1.00
05-Apr-99 5,000 $1.00
11-May-99 32,000 $1.14
12-May-99 8,000 $1.00
13-May-99 2,000 $1.00
14-May-99 93,000 $1.00
17-May-99 20,000 $1.03
18-May-99 2,000 $1.13
</TABLE>
