SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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, 1995
(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 [ ].
Check the following box if a fee is being paid with this
statement [ X ]. (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 Ltd. /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 Ltd. --Delaware
Number of (7) Sole Voting Power Millipore Corporation -- 421,436
Shares Bene- Millipore Investment Holdings Ltd. -- 490,763
ficially (8) Shared Voting Power 0
Owned by (9) Sole Dispositive Power Millipore Corporation -- 421,436
Each Reporting Millipore Investment Holdings Ltd. -- 490,763
Person With (10) Shared Dispositive Power 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
Millipore Corporation -- 421,436
Millipore Investment Holdings Ltd. -- 490,763
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 5.3%
14) Type of Reporting Person (See Instructions)
Millipore Corporation CO
Millipore Investment Holdings Ltd. CO
Item 1. Security and Issuer
Equity Securities: Common Stock, $0.01 Par Value
Issuer: PerSeptive Biosystems, Inc.
500 Old Connecticut Path
Framingham, MA 01701
Item 2. Identity and Background
(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 462.5 shares of the Series A
Redeemable Convertible Preferred Stock, $0.01 Par Value, of
PerSeptive Biosystems, Inc. which was 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 Ltd.: Biosystems, Inc. were received upon
the redemption of 537.5 shares of the
Series A Redeemable Convertible
Preferred Stock, $0.01 Par Value, of
PerSeptive Biosystems, Inc. which was
part of an aggregate of 2,150 shares
of such Preferred Stock delivered to
Millipore Corporation 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 installment of its
Series A Redeemable Convertible Preferred Stock, $0.01
Par Value, on the required redemption date by the
conversion 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
Common Stock of PerSeptive Biosystems yielded by dividing
$10,000 per share by the average closing price for such
Common Stock on the 10 trading days ending on the fifth
business day prior to each redemption date. Reference is
made to the Certificate of Designations of Series A
Redeemable Convertible Preferred Stock, $0.01 Par Value,
of PerSeptive Biosystems, Inc. attached as Exhibit 1.
(a) It is expected that future mandatory redemptions of
such 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
shares of the Series A Redeemable Convertible
Preferred Stock on the mandatory redemption dates;
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 13D.
Item 5. Interest in Securities of the Issuer.
(a) Millipore Corporation 421,436 shares 2.4%*
Millipore Investment Holdings Ltd. 490,763 shares 2.8%*
912,199 5.3%*
* Based on 17,287,533 shares outstanding as of March
29, 1996, as reported in PerSeptive Biosystems,
Inc. Proxy Statement for Annual Meeting of
Stockholders to be held May 6, 1996, dated April 3,
1996.
(b) Millipore Corporation 421,436 shares sole power to vote or
dispose
Millipore Investment Holdings Ltd. 490,763 shares sole power to
vote or dispose
(c) 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) Paragraphs (d) & (e) of Item 5 of Schedule 13D are Not
Applicable.
Item 6.Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
This Item is Not Applicable.
Item 7. Material to be Filed as Exhibits.
(1) Certificate of Designations, Series A Redeemable
Convertible Preferred Stock, ($0.01 Par Value) of
PerSeptive Biosystems, Inc.
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.
April 17, 1996
(Date)
MILLIPORE CORPORATION
By:/s/ Geoffrey Nunes
Geoffrey Nunes, Senior Vice President
MILLIPORE INVESTMENT HOLDINGS LTD.
By: /s/ Peter Walcott
Peter W. Walcott, Vice President
Witness: /s/ Paul O'Connor
Nashua, New Hampshire
