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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D - Amendment No. 1
Under the Securities Exchange Act of 1934
MedPlus, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
585 04P 103
(CUSIP Number)
Leo C. Farrenkopf, Jr.
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5143)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 25, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to who 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).
CUSIP No. - 585 04P 103
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1) Names of Reporting Persons IRS Identification Nos. of Above Persons
(entities only)
Quest Diagnostics Ventures LLC - (FEIN No. 22-3695707)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware, USA (as to each Reporting Person--(entities only))
Number of (7) Sole Voting Power
Shares 0
Beneficially
Owned by (8) Shared Voting Power
Each Reporting 1,918,465
Person With
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
4,802,978 shares (consists of 1,918,465
shares owned at time of this filing, and
2,884,513 shares that Quest Diagnostics
Ventures has the right to acquire)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,802,978 shares
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
44%
Type of Reporting Person (See Instructions)
14) OO
Quest Diagnostics Ventures LLC is a Delaware limited liability company
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1) Names of Reporting Persons IRS Identification Nos. of Above Persons
(entities only)
Quest Diagnostics Incorporated - (FEIN No. 16-1387862)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Delaware, USA (as to each Reporting Person--(entities only))
Number of (7) Sole Voting Power
Shares 0
Beneficially
Owned by (8) Shared Voting Power
Each Reporting 1,918,465
Person With
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
4,802,978 shares (consists of 1,918,465
shares owned at time of this filing, and
2,884,513 shares that Quest Diagnostics
Ventures has the right to acquire)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,802,978 shares
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11)
14) HC
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SCHEDULE 13D - AMENDMENT NO. 1
The undersigned hereby amend their Schedule 13D dated June 30, 2000
(the "Statement"), relating to the common stock, no par value ("Share") of
MedPlus, Inc., an Ohio corporation ("MedPlus"), as set forth below.
Notwithstanding such amendment, each prior text of the Statement speaks as of
the respective date thereof.
Schedule I to this Schedule 13D is amended and restated in its entirety as set
forth in Schedule I hereto.
The first sentence of Item 3 of the Statement entitled "Source and Amount of
Funds or Other Consideration" as to each Reporting Person is hereby amended and
restated in its entirety as follows:
"The aggregate purchase of the 383,693 shares and 1,534,772 shares of Common
Stock purchased by QDV on June 19, 2000 and on July 25, 2000, respectively, is
$10 million."
Item 4 of the Statement entitled "Purpose of Transaction" is hereby amended by
the addition of the following sentence immediately at the end of the fifth
paragraph thereof:
"On July 25, 2000, the stockholders of MedPlus approved both matters and QDV
purchased 1,534,772 shares of Common Stock for $5.2125 per share."
The first paragraph of Item 5 of the Statement entitled "Interest in Securities"
is hereby amended and restated in its entirety as follows:
"As a result of the transaction described in Item 4, QDV beneficially owns
4,802,978 shares of Common Stock, of which it has purchased 1,918,465 shares
and has the right to purchase an additional 2,884,513 shares on exercise of
the Warrant. This ownership interest represents approximately 44% of the
aggregate of (a) 6,225,275 outstanding shares of Common Stock outstanding as
of June 15, 2000, as reported in MedPlus' quarterly report on Form 10-QSB for
the quarter ended April 30, 2000, and (b) 4,802,978 shares of Common Stock
beneficially owned by QDV. This percentage assumes the purchase by QDV of the
entire 2,884,513 shares of Common Stock pursuant to the Warrant and does not
give effect to the conversion of MedPlus' convertible preferred stock, which
is convertible on a share-for-share basis, or the exercise of other
outstanding warrants and options to acquire Common Stock, or approximately
30% of the outstanding Common Stock after giving effect to the conversion of
MedPlus' convertible preferred stock and the exercise of all outstanding
warrants and options to acquire Common Stock."
Signature
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Date: July 31, 2000
QUEST DIAGNOSTICS VENTURES LLC
By:______________________________
Name: Kenneth W. Freeman
Title: Chief Executive Officer
QUEST DIAGNOSTICS INCORPORATED
By:_______________________________
Name: Kenneth W. Freeman
Title: Chairman and Chief Executive
Officer
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SCHEDULE I
A. Officers and Managers of Quest Diagnostics Ventures LLC (organized as a
limited liability company in the State of Delaware):
<TABLE>
<CAPTION>
Principal
Occupation or
Names Business Address Employment
----- ---------------- ----------
<S> <C> <C>
Kenneth W. Freeman One Malcolm Avenue Chief Executive Officer
Teterboro, NJ 07608
Dr. Vijay Aggarwal One Malcolm Avenue President
Teterboro, NJ 07608
Robert A. Hagemann One Malcolm Avenue Manager; Vice President
Teterboro, NJ 07608 and Treasurer
Kenneth R. Finnegan One Malcolm Avenue Vice President
Teterboro, NJ 07608
Dr. Surya N. Mohapatra One Malcolm Avenue Manager
Teterboro, NJ 07608
Stephen A. Calamari One Malcolm Avenue Assistant Treasurer
Teterboro, NJ 07608
Leo C. Farrenkopf, Jr. One Malcolm Avenue Secretary
Teterboro, NJ 07608
Jeanne C. Serocke One Malcolm Avenue Assistant Secretary
Teterboro, NJ 07608
</TABLE>
B. Directors and Executive Officers of Quest Diagnostics Incorporated
(incorporated in the State of Delaware):
<TABLE>
<CAPTION>
Principal
Occupation or
Names Business Address Employment
----- ---------------- ----------
<S> <C> <C>
Kenneth W. Freeman One Malcolm Avenue Chairman of the Board and
Teterboro, NJ 07608 Chief Executive Officer
Dr. Surya N. Mohapatra One Malcolm Avenue President and Chief
Teterboro, NJ 07608 Operating Officer
Dr. Vijay Aggarwal One Malcolm Avenue President,
Teterboro, NJ 07608 Quest Diagnostics Ventures
James D. Chambers One Malcolm Avenue President, Business Services
Teterboro, NJ 07608
Richard L. Bevan One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Human Resources Strategy
and Development
Kenneth R. Finnegan One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Business Development
Julie A. Clarkson One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Communications and Public
Affairs
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Robert A. Hagemann One Malcolm Avenue Corporate Vice President and
Teterboro, NJ 07608 Chief Financial Officer &
Treasurer
Gerald C. Marrone One Malcolm Avenue Corporate Vice President and
Teterboro, NJ 07608 Chief Information Officer
Michael E. Prevoznik One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Legal and Compliance & General
Counsel
Kenneth D. Brody Winslow Partners Director
1300 Connecticut Ave N.W.
8th Floor
Washington, DC 20036
William F. Buehler Vice Chairman Director
Xerox Corporation
800 Long Ridge Road
PO Box 1600
Stamford, CT 06904
Van C. Campbell Retired
c/o Corning Incorporated Director
One Riverfront Plaza
Corning, NY 14831
Mary A. Cirillo 280 Park Avenue Director
West Building - 5th Floor
New York, NY 10017
William R. Grant Chairman Director
Galen Associates
610 Fifth Avenue
New York, NY 10020
Dan C. Stanzione President Emeritus of
Bell Laboratories Director
Lucent Technologies
Incorporated
600 Mountain Avenue
Murray Hill, NJ 07974
Gail R. Wilensky Senior Fellow Director
Project HOPE
Suite 600
7500 Old Georgetown Road
Bethesda, MD 20814-6133
John B. Ziegler President Director
Worldwide Consumer
Healthcare
SmithKline Beecham
200 North 16th Street
One Franklin Plaza
Philadelphia, PA 19102
</TABLE>
Citizenship: All are U.S. citizens.
