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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
SYNBIOTICS CORPORATION
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(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
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(Title of Class of Securities)
871566105
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(CUSIP Number)
ELLEN PULVER FLATT,
ESQUIRE/McCAUSLAND, KEEN & BUCKMAN
5 Radnor Corporate Center, Ste 500
Radnor, PA 19087
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 1996
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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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the 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 five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled our 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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SCHEDULE 13D
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CUSIP No. 871566105 Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTERNATIONAL CANINE GENETICS, INC.
23-2418859
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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| 7 | SOLE VOTING POWER
| | -0-
NUMBER OF |-----|--------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 1,163,205
OWNED BY |-----|--------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | -0-
PERSON WITH |-----|--------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 1,163,205
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,163,205
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
Common Stock, without par value, of Synbiotics Corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
11011 Via Frontera, San Diego, California 92127.
Item 2. Identity and Background. International Canine Genetics, Inc. ("ICG") is
a Delaware corporation with its principal business office located at 271 Great
Valley Parkway, Malvern, Pennsylvania 19355. As a result of the sale of
substantially of its assets to the Issuer on October 25, 1996, ICG's principal
business is currently limited to holding common stock of the Issuer.
During the last five years, ICG has not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, ICG was not a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
thereof 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.
The applicable information required by Instruction C with respect to
the executive officers, directors and controlling persons of ICG is as follows:
Director and officer:
(a) Peter A. Sears
(b) 565 E. Swedesford Road, Suite 315, Wayne, Pennsylvania 19087
(c) Peter A. Sears is the President of S.R. One, Limited, a
Pennsylvania business trust located at 565 E. Swedesford Road, Suite 315, Wayne,
Pennsylvania 19087. Mr. Sears is currently the sole director and President,
Secretary and Treasurer of ICG.
(d) During the last five years, Mr. Sears has not been convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the last five years, Mr. Sears was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result thereof 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.
Officer:
(a) John R. Bauer
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(b) 271 Great Valley Parkway, Malvern, Pennsylvania 19355
(c) John R. Bauer is the Chief Financial Officer of ICG with its
principal business office located at 271 Great Valley Parkway, Malvern,
Pennsylvania 19355.
(d) During the last five years, Mr. Bauer has not been convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the last five years, Mr. Bauer was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result thereof 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.
Controlling Stockholder:
S.R. One, Limited is a Pennsylvania business trust with its principal
office located at 565 E. Swedesford Road, Suite 315, Wayne, Pennsylvania 19087.
S.R. One, Limited is a wholly-owned subsidiary of SmithKline Beecham plc, a
publicly-owned health care company. S.R. One, Limited beneficially owns 73.3% of
the outstanding shares of ICG.
During the last five years, S.R. One, Limited has not been convicted in
a criminal proceeding, excluding traffic violations or similar misdemeanors.
During the last five years, S.R. One, Limited was not a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result thereof 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 subject shares of the Common Stock of the Issuer were issued to ICG
in consideration for the sale of substantially all of the assets of ICG to the
Issuer pursuant to a Purchase Agreement (the "Purchase Agreement") dated July
23, 1996, as subsequently amended, by and among the Issuer, ICG and S.R. One,
Limited, which is incorporated by reference herein as an Exhibit.
No additional consideration was paid by Peter A. Sears, director,
President, Secretary and Treasurer of ICG, John R. Bauer, Chief Financial
Officer of ICG, or S.R. One, Limited, controlling stockholder of ICG, in
connection with the acquisition of the Issuer's shares.
Item 4. Purpose of Transaction.
ICG acquired the shares of the Common Stock of the Issuer in
consideration for the sale of substantially all of the assets of ICG to the
Issuer pursuant to the Purchase Agreement.
(a) ICG intends to dispose of securities of the Issuer in
order to satisfy certain of its remaining liabilities which were not assumed by
the Issuer pursuant to the Purchase Agreement. Thereafter, ICG intends to redeem
its stock from certain participating stockholders (the "Redeeming Stockholders")
pursuant to a plan of redemption to be adopted by ICG and to distribute to each
of the Redeeming Stockholders a substantial portion of the Issuer's shares
received pursuant to the Purchase Agreement;
(b) ICG does not have any plans or proposals which relate to
or would result in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the
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Issuer or any of its subsidiaries;
(c) ICG does not have any plans or proposals which relate to
or would result in a sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) ICG does not have any plans or proposals which would
result in a change in the Issuer's present Board of Directors or management,
although a representative of S.R. One, Limited is a director of the Issuer, and
a former executive officer of ICG is an executive officer of the Issuer;
(e) ICG does not have any plans or proposals which relate to
or would result in a material change in the present capitalization or dividend
policy of the Issuer;
(f) ICG does not have any plans or proposals which relate to
or would result in any other material change in the Issuer's business or
corporate structure;
(g) ICG does not have any plans or proposals which relate to
or would result in any change in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) ICG does not have any plans or proposals which relate to
or would result in a class of securities of the issuer being delisted from a
national securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) ICG does not have any plans or proposals which relate to
or would result in a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended.
(j) ICG does not have any plans or proposals which relate to
or would result in an action similar to any of those enumerated above.
None of Peter A. Sears, John R. Bauer or S.R. One, Limited has any
plans or proposals relating to or which would result in any of the items
referred to in (a) through (j), except as set forth above.
Item 5. Interest in Securities of the Issuer.
ICG
(a) As of October 25, 1996, International Canine Genetics,
Inc. acquired, pursuant to the Purchase Agreement, an aggregate of 1,163,205
shares of the Common Stock of the Issuer, representing 18.6% of the Issuer's
Common Stock (based on 6,238,720 shares outstanding as of October 31, 1996).
(b) ICG shares voting and investment power with respect to all
of the shares listed above with S.R. One, Limited, which controls ICG as a
result of its beneficial ownership of 73.3% of the outstanding shares of ICG.
(c) The only transactions involving ICG and the Common Stock
of the Issuer are the transactions pursuant to the Purchase Agreement.
(d) Except for ICG, no person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities referenced above, except, indirectly, S.R. One,
Limited, as a stockholder of ICG, has the right to receive a portion of
dividends from, or the proceeds from the sale of, the securities referenced
above,.
(e) Not applicable.
S.R. One, Limited
To ICG's knowledge:
(a) As of October 25, 1996, S.R. One, Limited acquired 237,389
shares of the Issuer's Common Stock pursuant to the Purchase Agreement for a
total consideration equal to $1,000,000, which shares represent 3.8% of the
Issuer's Common Stock (based on 6,238,720 outstanding as of October 31, 1996);
(b) S.R. One, Limited has sole voting and investment power
with respect to 237,398 shares, and shared voting and investment power with
respect to the 1,163,205 shares of the Issuer's Common Stock acquired by ICG
pursuant to the Purchase Agreement;
(c) The only transaction involving S.R. One, Limited and the
Common Stock of the Issuer are the transactions pursuant to the Purchase
Agreement;
<PAGE>
(d) Except for S.R. One, Limited's indirect right, as a
stockholder of ICG, to receive a portion of dividends from, or the proceeds from
the sale of, the securities referenced above, no person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities referenced above.
(e) Not applicable.
Peter Sears
Peter A. Sears, as President of S.R. One, Limited, may be deemed to be
an indirect beneficial owner of the above-referenced Issuer's securities owned
by ICG and S.R. One, Limited.
John Bauer
John R. Bauer has no beneficial ownership interest in the Issuer's
securities at this time.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
1. ICG acquired the shares of the Issuer which are the subject of this
report as described under Item 3.
2. ICG intends to satisfy $952,000 of debt owed to S.R. One, Limited by
transferring to S.R, One, Limited 226,315 shares of the Issuer's Common Stock.
3. ICG intends to satisfy $467,000 of debt owed to Ben Franklin
Technology Center of Southeastern Pennsylvania by transferring to it 113,212
shares of the Issuer's Common Stock.
4. Pursuant to the Purchase Agreement, 50,000 shares of the Issuer
have been withheld from ICG, which shares will not be delivered to ICG by the
Issuer unless ICG is able to satisfy certain conditions regarding patent
concerns relating to one of ICG's products.
Item 7. Material to be Filed as Exhibits.
EXHIBIT 1* Purchase Agreement dated July 23, 1996
by and among the Issuer, International
Canine Genetics, Inc. and S.R. One
Limited, and Amendment to Purchase
Agreement dated September 7, 1996 by
and among the Issuer, International
Canine Genetics, Inc. and S.R. One,
Limited.
* Incorporated by reference to Exhibits 2.2 and 2.3 of Amendment No. 1 to
Registration Statement No. 333-10343 on Form S-4 of Synbiotics Corporation.
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.
Date: 11/4/96 INTERNATIONAL CANINE GENETICS, INC.
By: /s/ John R. Bauer
______________________________________
John R. Bauer, Chief Financial Officer
