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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SYNBIOTICS CORPORATION
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
871566105
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(CUSIP Number)
Donald F. Parman, SmithKline Beecham Corporation
One Franklin Plaza, Philadelphia, PA 19102
Telephone 215-751-7633
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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 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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SCHEDULE 13D
CUSIP NO. 871566105 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.R. One, Limited
23-1729901
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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*
WC
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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
Pennsylvania
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7 SOLE VOTING POWER
NUMBER OF
SHARES 237,389
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,163,205
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
237,389
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10 SHARED DISPOSITIVE POWER
1,163,205
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,594
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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)
22.45%
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14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1. Security and Issuer.
Common Stock, no par value per share
Synbiotics Corporation
11011 Via Frontera
San Diego, California 92127
Item 2. Identity and Background.
(a) S.R. One, Limited ("SRO"), a Pennsylvania business trust,
is a venture capital company.
(b) The principal business address for SRO is:
565 East Swedesford Road
Suite 315
Wayne, Pennsylvania 19087
(c) Information concerning SRO is set forth in response to
Item 2(a) above.
(d) During the last five years, SRO has not been convicted in
a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e) During the last five years SRO 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.
(f) Not applicable.
Director and Officer:
(a) Peter A. Sears
(b) Business Address:
565 East Swedesford Road
Suite 315
Wayne, Pennsylvania 19087
(c) Peter A. Sears is a Director and the President of SRO,
Limited. Mr. Sears is currently the sole Director, President, Secretary and
Treasurer of International Canine Genetics, Inc. ("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.
(f) Mr. Sears is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration.
SRO purchased 237,389 shares of common stock of the Issuer for One
Million Dollars ($1,000,000) in a private placement on October 25, 1996. The
source of the funds was working capital. SRO indirectly owns 1,163,205 shares of
common stock of the Issuer currently registered in the name of International
Canine Genetics, Inc. ("ICG"). Of the 1,163,205 shares of the Issuer, SRO is the
beneficial owner of approximately 226,315 shares to be transferred to SRO in
respect of cash advances made to ICG by SRO. In connection with the contemplated
liquidation of ICG, it is expected that all of the remaining shares of the
Issuer owned by ICG (following distribution or sale of shares to satisfy ICG's
remaining liabilities) would be issued to shareholders in proportion to their
interests in ICG common stock. SRO holds approximately 73.3% (after giving
effect to the exercisable warrants) of the outstanding ICG common stock and
would therefore receive approximately 686,740 shares. SRO disclaims ownership in
the remaining 26.7% shares of the Issuer which will be distributed
proportionately to the other shareholders of ICG (approximately 250,150 shares).
Item 4. Purpose of Transaction.
SRO intends to review from time to time the business affairs and
financial position of the Issuer. Based on such evaluation and review, as well
as general economic and industry conditions existing at the time and SRO's own
financial plans, SRO may consider from time to time various alternative courses
of action. Such action may include the acquisition of additional shares through
open market purposes, privately negotiated transactions or otherwise.
Alternatively, such actions may involve the sale of all or a portion of the
shares in the open market, in privately negotiated transactions, through public
offering or otherwise. All of the securities acquired have been purchased for
investment purposes.
See response to Item 3 with respect to the contemplated liquidation of
ICG.
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Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
(a) Amount and Percent Beneficially Owned
<TABLE>
<CAPTION>
Registered Name No. of Shares Percent
<S> <C> <C>
S.R. One, Limited 1,400,594 (1) 22.45%
</TABLE>
(1) Of the 1,400,594 shares of the Issuer, SRO directly owns 237,389 shares and
indirectly owns 1,163,205 shares currently registered in the name of ICG. Of the
1,163,205 shares of the Issuer, SRO is the beneficial owner of approximately
226,315 shares to be transferred to SRO in respect of cash advances made to ICG
by SRO. In connection with the contemplated liquidation of ICG, it is expected
that all of the remaining shares of the Issuer owned by ICG (following
distribution or sale of shares to satisfy ICG's remaining liabilities) would be
issued to shareholders in proportion to their interests in ICG common stock. SRO
holds approximately 73.3% (after giving effect to the exercisable warrants) of
the outstanding ICG common stock and would therefore receive approximately
686,740 shares. SRO disclaims ownership in the remaining 26.7% shares of the
Issuer which will be distributed proportionately to the other shareholders of
ICG (approximately 250,150 shares).
(b) SRO has sole voting and investment power with respect to 237,398
shares, and because of its majority ownership in ICG and the executive positions
held by Peter A. Sears in SRO and ICG, has shared voting and investment power
with respect to the 1,163,205 shares of the Issuer's common stock currently
registered in the name of ICG.
(c) The only transactions involving SRO and the Common Stock of the
Issuer are the transactions referenced above.
(d) Except for SRO's indirect right, as a shareholder 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 A. Sears, as Director and President of SRO and sole Director,
President, Secretary and Treasurer of ICG may be deemed to be an indirect
beneficial owner of the above-referenced Issuer's securities by ICG and SRO.
Item 6. Contracts, Arrangements, Understandings or
Relationship With respect to Securities of the Issuer.
The only arrangements involving SRO and the Common Stock of the Issuer
are the arrangements with ICG referenced above.
Item 7. Materials to be Filed as Exhibits.
None.
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in the
Statement is true, correct and complete.
S.R. ONE, LIMITED
By: /s/ Donald F. Parman
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Donald F. Parman
Vice President
DATED: November 22, 1996
