<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Marsam Pharmaceuticals Inc.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
571 728 104
(CUSIP Number)
JOHN J. MCGRAW, ESQ.
CIBA-GEIGY CORPORATION
444 SAW MILL RIVER ROAD
ARDSLEY, NY 10502
(914) 479-2041
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
RUTHANNE KURTYKA, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8791
JUNE 19, 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 / /. (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.)
Page 1 of 10 pages.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 571 728 104 PAGE 2 of 10 PAGES
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIBA-GEIGY Corporation
Tax ID No. 13-183433
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 Sec Use Only
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
882,352 -- Amended Response 592,352
NUMBER OF SHARES --------------------------------------------------------
BENEFICIALLY, 8 SHARED VOTING POWER
OWNED BY --------------------------------------------------------
EACH REPORTING 9 Sole Dispositive Power
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
882,352 -- Amended Response 592,352
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
882,352 -- Amended Response 592,352
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.98% -- Amended Response 5.36%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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.
Page 2 of 10 pages.
<PAGE> 3
CIBA-GEIGY Corporation hereby amends its Schedule 13D as
hereinafter set forth.
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $.01 par value
(the "Common Stock"), of Marsam Pharmaceuticals Inc., a Delaware corporation
("Marsam"). The principal executive office of Marsam is located at Building 31,
Olney Avenue, Cherry Hill, New Jersey 08003.
Amended Response: This Amendment No. 1 to Schedule 13D, dated
June 23, 1995, amends a Schedule 13D ("Schedule 13D") originally filed on June
20, 1990 on behalf of CIBA-GEIGY Corporation ("CIBA-GEIGY") with respect to CIBA
GEIGY's beneficial ownership of shares of Common Stock of Marsam. Capitalized
terms used and not defined herein shall have the meanings ascribed to them in
the Schedule 13D.
Item 2. Identity and Background.
The person filing this Schedule 13D is CIBA-GEIGY Corporation,
a New York corporation ("CIBA-GEIGY"). The business address of CIBA-GEIGY is 444
Saw Mill River Road, Ardsley, New York 10502. CIBA-GEIGY is a leading developer
and manufacturer of agricultural chemicals, pharmaceuticals, dyes, plastics,
vision care products and specialty chemicals in the United States. CIBA-GEIGY is
a wholly-owned subsidiary of CIBA-GEIGY Ltd., a corporation located in Basle,
Switzerland.
The names, business addresses, present principal occupations
or employments, and citizenships of the executive officers and directors of the
Reporting Person are set forth in Schedule A hereto [not attached to this
amended filing].
Neither the Reporting Person nor, to the best knowledge of the
Reporting Person, any of the executive officers and directors of the Reporting
Person has, during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state security laws or finding any
violation with respect to such laws.
Amended Response: The last line of the first paragraph and the
second and third paragraphs of Item 2 are hereby amended to read as follows:
CIBA-GEIGY is a wholly-owned subsidiary of CIBA-GEIGY Limited,
a corporation located at CH 4002, Basle, Switzerland.
Page 3 of 10 pages.
<PAGE> 4
The names, business addresses, present principal occupations
or employments, and citizenship of the executive officers and directors of
CIBA-GEIGY are set forth in Schedule 1 hereto.
Neither CIBA-GEIGY or CIBA-GEIGY Limited nor, to the best
knowledge of such persons, any of the executive officers and directors of
CIBA-GEIGY or CIBA-GEIGY Limited has, during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is 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 source of funds used to acquire the 588,235 shares of
Common Stock was the working capital of CIBA-GEIGY.
Item 4. Purpose of Transaction.
The purpose of the Reporting Person in entering into the
transactions described herein is to acquire an equity interest in Marsam.
On June 20, 1990, CIBA-GEIGY and Marsam entered into a Stock
Purchase Agreement pursuant to which CIBA-GEIGY purchased 529,411 shares of
Common Stock (collectively, with the shares of Common Stock purchased from
Marvin Samson as described in the paragraph below, the "Shares") from Marsam.
Pursuant to the terms of the Stock Purchase Agreement (Exhibit A to this
Schedule 13D), CIBA-GEIGY and Marsam also entered into a Registration Rights
Agreement (Exhibit 4.8A to the Stock Purchase Agreement), dated as of the same
date as the Stock Purchase Agreement, which Registration Rights Agreement
entitles CIBA-GEIGY to demand one registration by Marsam of the shares with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") and, under certain circumstances, to include the
Shares as part of any other registration statement filed by Marsam with the
Commission under the Act.
On June 20, 1990, CIBA-GEIGY entered into a Stock Purchase
Agreement with Marvin Samson (Exhibit B) pursuant to which CIBA-GEIGY purchased
58,824 shares of the Common Stock owned by Mr. Samson.
Amended Response: The following paragraph is added to Item 4:
CIBA-GEIGY sold 290,000 shares of Common Stock on the dates
and for the purchase prices as set forth in Item 5(c) below. Since June 20, 1990
CIBA-GEIGY has held its shares of Common Stock for investment purposes only.
CIBA-GEIGY's purpose in effecting its sale of Common Stock is to realize a
substantial portion of its remaining investment in Marsam.
Page 4 of 10 pages.
<PAGE> 5
Depending upon market conditions and other relevant factors, CIBA-GEIGY may in
the future sell all or part of its remaining shares of Common Stock or enter
into options or other arrangements covering all or part of its investment in
Marsam.
Other than as described in Item 4 to the Schedule 13D, neither
CIBA-GEIGY nor CIBA-GEIGY Limited has any plans or proposals which relate or
would result in any of the events described in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(i) Pursuant to the terms of the two Stock
Purchase Agreements (described in Item 4
above and attached hereto as Exhibits A and
B) CIBA-GEIGY has purchased 588,235 shares
of Common Stock of Marsam.
Except as set forth in this Item 5, neither CIBA-GEIGY nor, to
the best knowledge of CIBA-GEIGY, any executive officer or director of
CIBA-GEIGY, beneficially owns any shares of the Common Stock.
(ii) CIBA-GEIGY has the sole power to vote and to
dispose of the Shares.
(iii) Except as set forth herein, neither
CIBA-GEIGY nor, to the best knowledge of
CIBA-GEIGY, any executive officer or
director of CIBA-GEIGY, has effected any
transactions in the Common Stock of Marsam
in the past 60 days.
(iv) Not applicable.
(v) Not applicable.
Amended Response: Subsections (a), (b) and (c) of Item 5 are
hereby amended as follows:
(a) CIBA-GEIGY and CIBA-GEIGY Limited beneficially own 592,352
shares of Common Stock. This number of shares represents 5.36% (down from 7.98%)
of the number of outstanding shares of Common Stock (based upon 11,051,562
shares of Common Stock outstanding at March 31, 1995 as reported in Marsam's
Form 10-Q for the quarter ended March 31, 1995). The decrease in ownership is
due to the sale of shares of Common Stock by CIBA-GEIGY referred to in Item 5(c)
below.
Except as set forth in Item 5 to the Schedule 13D, neither
CIBA-GEIGY nor CIBA-GEIGY Limited, nor, to the best knowledge of such persons,
any executive officer or
Page 5 of 10 pages.
<PAGE> 6
director of CIBA-GEIGY or CIBA-GEIGY Limited, beneficially owns any shares of
the Common Stock.
(b) CIBA-GEIGY has the sole power to vote or to dispose of
592,352 shares.
(c) CIBA-GEIGY has sold shares of Common Stock at $19.3750 per
share on the following dates within the last sixty days in over-the-counter
transactions through the NASDAQ National Market:
<TABLE>
<CAPTION>
TRADE DATE # OF SHARES
---------- -----------
<S> <C>
16-Jun-95 25,000
16-Jun-95 25,000
16-Jun-95 25,000
16-Jun-95 15,000
19-Jun-95 100,000
21-Jun-95 50,000
22-Jun-95 25,000
23-Jun-95 25,000
</TABLE>
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer.
The Stock Purchase Agreement between CIBA-GEIGY and Marsam
includes restrictions on the acquisition of additional Common Stock by
CIBA-GEIGY and certain restrictions with regard to the voting of the Common
Stock owned by CIBA-GEIGY. The information in Exhibit A to this Schedule 13D,
Sections 8.4, 10 and 11 at pages 14, 18 and 19, respectively, is incorporated
herein by reference.
Amended Response: There are no longer in effect any
restrictions under the "Stock Purchase Agreement" on the acquisition or
disposition of shares of Common Stock applicable with respect to the
beneficial holdings of CIBA-GEIGY.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Stock Purchase Agreement between CIBA-GEIGY and Marsam.
Exhibit B -- Stock Purchase Agreement between CIBA-GEIGY and Marvin Samson.
Amended Response: Not applicable.
Page 6 of 10 pages.
<PAGE> 7
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: June 26, 1995
CIBA-GEIGY CORPORATION
By: /s/ John J. McGraw
---------------------------
John J. McGraw
Vice President, General
Counsel and Secretary
Page 7 of 10 pages.
<PAGE> 8
SCHEDULE ONE
MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS OF
CIBA-GEIGY CORPORATION
<TABLE>
<CAPTION>
Present Principal
Name and Business Address Citizenship Occupation or Employment
------------------------- ----------- ------------------------
<S> <C> <C>
R. Barth U.S.A. Director; Chairman of the Board;
c/o Ciba-Geigy Corporation President & Chief Executive Officer
444 Saw Mill River Road
Ardsley, NY 10502
J. Boehle, Jr. U.S.A. Vice President, Internal Audit and
c/o Ciba-Geigy Corporation Administration
7 Skyline Drive
Hawthorne, NY 10532
E.J. Bontempo U.S.A. Director; Vice President;
c/o Ciba-Geigy Corporation President, Agricultural Group;
410 Swing Road President, Crop Protection Division
Greensboro, NC 27419
C.G. Bradley U.S.A. Vice President, Chairman of the
c/o CIBA Vision Corporation Board, CIBA Vision Corporation
11460 Johns Creek Parkway
Duluth, GA 30136-1518
R. Denti Canada Vice President; President, Ciba
c/o Ciba Self-Medication, Inc. Self-Medication, Inc.
581 Main Street
Woodbridge, NJ 07095
F. Fuller U.S.A. Vice President; President, Seeds
c/o Ciba-Geigy Corporation Division
410 Swing Road
Greensboro, NC 27419
S.H. Goldberg U.S.A. Vice President, Human Resources
c/o Ciba-Geigy Corporation
444 Saw Mill River Road
Ardsley, NY 10502
J. Habermeier Switzerland Vice President; President,
c/o Ciba-Geigy Corporation Composites Division
5115 East La Palma Avenue
Anaheim, CA 92007
</TABLE>
Page 8 of 10 pages.
<PAGE> 9
<TABLE>
<CAPTION>
Present Principal
Name and Business Address Citizenship Occupation or Employment
------------------------- ----------- ------------------------
<S> <C> <C>
H.E. Kinne U.S.A. Director; Vice President;
c/o Ciba-Geigy Corporation President, Additives Division
7 Skyline Drive
Hawthorne, NY 10532
A. Krauer Switzerland Director; Chief Executive Officer,
c/o Ciba-Geigy Limited Ciba-Geigy Limited
CH-4002 Basle
Switzerland
H.V. Lemaster U.S.A. Director; Vice President;
c/o Ciba-Geigy Corporation President, Textile Products Division
410 Swing Road
Greensboro, NC 27419
H. Lippuner Switzerland Director; Chief Operating Officer,
c/o Ciba-Geigy Limited Ciba-Geigy Limited
CH-4002 Basle
Switzerland
T.P. McGowan U.S.A. Vice President; President, Animal
c/o Ciba-Geigy Corporation Health Division
410 Swing Road
Greensboro, NC 27419
J.J. McGraw U.S.A. Director; Vice President, General
c/o Ciba-Geigy Corporation Counsel & Secretary
444 Saw Mill River Road
Ardsley, NY 10502
R.A. Meyer Switzerland Director; Chief Financial Officer,
c/o Ciba-Geigy Limited Ciba-Geigy Limited
CH-4002 Basle
Switzerland
J. Munigle U.S.A. Vice President, Toxicology,
c/o Ciba-Geigy Corporation Regulatory Auditing & Compliance
444 Saw Mill River Road
Ardsley, NY 10502
C.O. O'Brien U.S.A. Director; Retired
c/o Ciba-Geigy Corporation
444 Saw Mill River Road
Ardsley, NY 10502
</TABLE>
Page 9 of 10 pages.
<PAGE> 10
<TABLE>
<CAPTION>
Present Principal
Name and Business Address Citizenship Occupation or Employment
------------------------- ----------- ------------------------
<S> <C> <C>
M. Riediker Switzerland Vice President; President, Polymers
c/o Ciba-Geigy Corporation Division
7 Skyline Drive
Hawthorne, NY 10532
J. Schaefle France Vice President; President, Pigments
c/o Ciba-Geigy Corporation Division
James & Water Streets
Newport, DE 19804
J. Schneller U.S.A. Director; Retired
c/o Ciba-Geigy Corporation Switzerland
444 Saw Mill River Road
Ardsley, NY 10502
S. Sherman U.S.A. Director; Vice President, Finance &
c/o Ciba-Geigy Corporation Information Services
444 Saw Mill River Road
Ardsley, NY 10502
J.T. Sullivan U.S.A. Director; Senior Vice President
c/o Ciba-Geigy Corporation
444 Saw Mill River Road
Ardsley, NY 10502
D. Taylor U.S.A. Vice President, Public Affairs &
c/o Ciba-Geigy Corporation Communications
444 Saw Mill River Road
Ardsley, NY 10502
D.G. Watson United Kingdom Director; Vice President;
c/o Ciba-Geigy Corporation President, Pharmaceuticals Division
566 Morris Avenue
Summit, NJ 07901
M. White U.S.A. Vice President; President,
c/o Ciba-Geigy Corporation Chemicals Division
410 Swing Road
Greensboro, NC 27419
</TABLE>
Page 10 of 10 pages.
