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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
NANOGEN, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
630075 10 9
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(CUSIP NUMBER)
ELAN INTERNATIONAL SERVICES, LTD.
C/O DAVID ROBBINS, ESQ., BROCK, FENSTERSTOCK, SILVERSTEIN & MCAULIFFE LLC
ONE CITICORP CENTER, 153 EAST 53RD STREET, 56TH FLOOR,
NEW YORK, N.Y. 10022 (212) 371-2000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
DECEMBER 19, 1997
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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. [ ]
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).
(Continued on following pages)
Page 1 of 5 pages
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SCHEDULE 13D
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CUSIP NO. 630075 10 9 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
Elan International Services, Ltd.
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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*
OO (See Item 3)
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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
Bermuda
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7 SOLE VOTING POWER
NUMBER OF 1,287,878 shares
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,287,878 shares.
PERSON -----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,287,878 shares.
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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)
7.06 (BASED UPON 18,242,000 OUTSTANDING SHARES OF THE
ISSUER, AS REPORTED IN THE ISSUER'S REGISTRATION
STATEMENT ON S-1, DECLARED EFFECTIVE AS OF APRIL 13,
1998
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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 ISSUERS.
Common Stock, par value $.01 per share
Nanogen Inc.
10398 Pacific Center Court
San Diego, California 92121
ITEM 2. IDENTITY AND BACKGROUND.
This Form 13-D is filed by Elan International Services, Ltd., a
Bermuda corporation ("EIS"), 102 St. James's Court, Flatts Smiths, FL 04,
Bermuda. EIS is a wholly-owned subsidiary of Elan Corporation, plc, Lincoln
House, Lincoln Place, Dublin 2, Ireland, an Irish public limited company
("Elan"). During the last five years, none of the persons named above in this
Item 2: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction, as a result of
which proceeding he or she was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws, or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a private funding arrangement between Nanogen and EIS, EIS
acquired 1,250,000 shares of Series C Preferred Stock the consideration for
which was provided by EIS's general corporate funds. Subsequent to a 2:3
reverse split, EIS converted the Preferred Stock to 833,333 shares of Nanogen
common stock, $.01 per share.
Concurrent with the closing of the initial public offering of Common
Stock (the "IPO"), EIS acquired an additional 454,545 shares of Common Stock
for consideration $1,000,000, which was provided by EIS's general corporate
funds.
ITEM 4. PURPOSE OF TRANSACTION.
EIS undertook its purchase of Common Stock for investment purposes.
As an additional investment, upon consummation of the IPO, EIS
purchased 454,545 shares of Common Stock; increasing the total number of shares
of common stock beneficially owned by EIS to 1,287,878.
Except as set forth above, neither EIS nor Elan has a plan or proposal
which relates to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number of or
term of Directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or other actions
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which may impede the acquisition of control of the Issuer by any person;
(h) Causing the Common Stock to cease to be authorized to be
quoted in the inter-dealer quotation system of the National Association
of Securities Dealers, Inc.;
(i) To have the Common Stock terminated from registration under
the Securities Act of 1933; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) through (d): See Item 3 above. EIS has sole power to vote and sole
authority to dispose or direct the dispositions of the entire amount of Common
Stock reported by this Schedule 13-D.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The SPA, the Amendment and the Warrant; see Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Date: August 4, 1998
Elan International Services, Ltd.
By: /s/ Kevin Insley
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Kevin Insley
Director
