SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PerSeptive Biosystems, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
715271 10 2
(CUSIP Number)
Geoffrey Nunes
MILLIPORE CORPORATION
80 Ashby Road
Bedford, MA 01730
(617) 533-2209
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 22, 1996
(Date of Event Which Requires Filing of this Amendment)
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
[ ].
Check the following box if a fee is being paid with
this statement [ ]. (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 less than five percent of such class. See Rule
13d-7.)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing of 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 purposes 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. 715271 10 2
1) Name of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons
1. Millipore Corporation 04-2170233
2. Millipore Investment Holdings Limited 51-0321703
2) Check the Appropriate Row if a member of a Group (See
Instructions)
(a) X
(b)
3) SEC Use Only
4) Source of Funds (See Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d)or 2(e)
6) Citizenship or Place of Organization Millipore
Corporation -- Massachusetts
Millipore Investment Holdings Limited -- Delaware
Number of (7) Sole Voting Power Millipore Corporation --
995,539
Shares Bene- Millipore Investment Holdings Ltd. --
1,164,710
ficially (8) Shared Voting Power 0
Owned by (9) Sole Dispositive Power Millipore Corporation
- -- 995,539
Each Reporting Millipore Investment Holdings Ltd. --
1,164,710
Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
Millipore Corporation -- 995,539
Millipore Investment Holdings Ltd. -- 1,164,710
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(See Instructions)
13) Percent of Class Represented by Amount in Row (11) In
aggregate 10.2%
14) Type of Reporting Person (See Instructions)
_____________________________
Millipore Corporation CO
Millipore Investment Holdings Ltd. CO
Item 1. Security and Issuer
[No Change]
Equity Securities: Common Stock, $0.01 Par Value
Issuer: PerSeptive Biosystems, Inc.
500 Old Connecticut Path
Framingham, MA 01701
Item 2. Identity and Background
[No Change]
(a) Name: Millipore Corporation Millipore Investment
Holdings Ltd.
(b) State of Organization: Massachusetts Delaware
(c) Address of Principal 80 Ashby Road 1013 Centre Road, Suite 350
Business & Office: Bedford, MA 01730 Wilmington, DE 19805
(d) Criminal Proceedings: Not Applicable Not Applicable
(e) Civil Injunction
relating to Federal or
State Securities laws: Not Applicable Not Applicable
Item 3. Source and Amount of Funds or Other Consideration
Millipore Corporation:The reported shares of Common Stock of
PerSeptive Biosystems, Inc. were received upon the
redemption of 462 shares of the Series A Redeemable
Convertible Preferred Stock, $0.01 Par Value, of
PerSeptive Biosystems, Inc. on August 22, 1995 and of
460 shares of such Series A Redeemable Convertible
Preferred Stock, $0.01 Par Value, on August 22, 1996
which were part of an aggregate of 1,850 shares of such
Preferred Stock delivered to Millipore Corporation in
partial consideration for the divestiture sale of the
physical assets and goodwill of Millipore Corporation's
Life Science Division.
Millipore Investment The reported shares of Common Stock
of PerSeptive
Holdings Limited: Biosystems, Inc. were received upon the
redemption of 538 shares of the Series A Redeemable
Convertible Preferred Stock, $0.01 Par Value, of PerSeptive
Biosystems, Inc. on August 22, 1995 and of 540 shares of
such Series A Redeemable Convertible Preferred Stock, $0.01
Par Value, on August 22, 1996 which were part of an
aggregate of 2,150 shares of such Preferred Stock delivered
to Millipore Investment Holdings Limited in partial
consideration for the divestiture sale of the intellectual
property related to the former Life Science Division of
Millipore Corporation.
Item 4. Purpose of Transaction
The shares of Common Stock of PerSeptive Biosystems,
Inc. reported herein were acquired by the reporting persons
as a result of the election by PerSeptive Biosystems, Inc.
to redeem the first and second installments of its Series A
Redeemable Convertible Preferred Stock, $0.01 Par Value, on
the required redemption dates by the conversion on each such
redemption date of an aggregate of 1,000 shares of such
Preferred Stock into Common Stock in accordance with the
terms of the Certificate of Designations with respect to
such Preferred Stock. An aggregate of 4,000 shares of
Series A Redeemable Convertible Preferred Stock were
delivered to Millipore Corporation and Millipore Investment
Holdings Ltd. pursuant to the divestiture sale of the former
Millipore Life Science Division to PerSeptive Biosystems,
Inc. on August 22, 1994. The shares of such Preferred Stock
are mandatorily redeemable in four equal annual installments
on August 22, 1995, 1996, 1997 and 1998 at a cash redemption
price of $10,000 per share or by conversion into that number
of shares of PerSeptive Biosystems Common Stock yielded by
dividing the closing price for such Common Stock on the last
trading day before the fifth business day prior to each
redemption date. The Series A Redeemable Convertible
Preferred Stock is also redeemable in its entirety at the
option of the reporting persons in the event that the market
value of PerSeptive Biosystems, Inc. Common Stock exceeds a
specified target value.
(a) It is expected that future mandatory redemptions of the
Series A Redeemable Convertible Preferred Stock may be
effected through the conversion into additional shares of
PerSeptive Biosystems, Inc. Common Stock.
(b)-(j) While the reporting persons are entitled to
certain rights in the event of a default by PerSeptive
Biosystems, Inc. in its obligation to redeem the Series A
Redeemable Convertible Preferred Stock in accordance with
the mandatory redemption provisions; neither of the
reporting persons have any plans or proposals relating to
material changes in the issuer's business or corporate
structure, including those matters enumerated in paragraphs
(b) through (j) of Item 4 to Schedule 13-d.
Item 5. Interest in Securities of the Issuer.
(a) Millipore Corporation 995,539 shares 4.7%*
Millipore Investment 1,164,710 shares 5.5%*
Holdings Ltd 2,160,249 10.2%*
* Based on 21,278,000 shares outstanding as of August 22,
1996, as reported in a press release issued on such date by
PerSeptive Biosystems, Inc.
(b) Millipore Corporation 995,539 shares sole power
to vote or dispose
Millipore Investment. 1,164,710 shares sole power to
Holdings Ltd vote or dispose
(c) Except for the redemption transaction reported hereby, there have
been no transactions in the Common Stock of PerSeptive Biosystems, Inc.
by the persons enumerated in paragraph (a) above within the last 60 days.
(d)-(e) [No Change].
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
[No Change].
Item 7. Material to be Filed as Exhibits.
[No Change].
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.
September 3, 1996
(Date)
MILLIPORE CORPORATION
By:/s/ Geoffrey Nunes
Geoffrey Nunes, Senior Vice President
MILLIPORE INVESTMENT HOLDINGS LTD.
By:/s/ Peter W. Walcott
Peter W. Walcott, Vice President
Witness:/s/ W.Scott Arthur
Nashua, New Hampshire
Page 6 of 5 PagesSECURITIES AND EXCHANGE
COMMISSIONWashington, DC 20549
