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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)(1)
Memry Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
586263 20 4
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CUSIP Number
Sarah A. O'Dowd, Esq.
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94301
(650) 324-7000
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(Name, address and telephone number
of person authorized to receive
notices and communications)
February 27, 1998
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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-l(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-l(a) for other parties to whom copies are to be
sent.
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(1) 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 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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(1) Name of Reporting Persons: RAYCHEM CORPORATION
S.S. or I.R.S. Identification No. of above person
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group*
(a) [ ] _______________________________________________________
(b) [ ] _______________________________________________________
- -------------------------------------------------------------------------------
(3) SEC USE ONLY _________________________________________________________
- -------------------------------------------------------------------------------
(4) Source of Funds:* 00
- -------------------------------------------------------------------------------
(5) [ ] Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization: DELAWARE
- -------------------------------------------------------------------------------
(7) Sole Voting Power
Number of 1,662,928
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,662,928
--------------------------------------------------------
(10) Shared Dispositive Power
0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,662,928
- -------------------------------------------------------------------------------
(12) [ ] Check if the Aggregate Amount in Row (11) Excludes Certain
Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by amount in Row (11):
8.0%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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Item 1. Security and Issuer.
This Amendment No. 2 to Statement on Schedule 13D ("Amendment No.
2") relates to shares of Common Stock, par value $.01 (the "Common Stock"), of
Memry Corporation, a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 57 Commerce Drive, Brookfield,
Connecticut 06804.
Item 3. Source and Amount of Funds or Other Consideration.
The material in Item 3 is hereby amended by adding the following:
On February 27, 1998, Raychem Corporation ("the Reporting Person")
exercised its remaining Warrants to Purchase Common Stock of the Issuer
("Warrants") on a "net exercise" basis. As a result of this exercise, the
Reporting Person became the beneficial owner of an additional 535,714 shares of
Common Stock.
Item 5. Interest in Securities of the Issuer.
The material in Item 5 is hereby deleted and replaced with the
following:
(a) As of the date of this Amendment No. 2, the Reporting Person
was the beneficial owner of 1,662,928 shares of Common Stock of the Issuer,
constituting approximately 8.0% of the issued and outstanding Common Stock of
the Issuer (based on the number of shares of Common Stock outstanding as
reported in the Issuer's most recent Quarterly Report on Form 10-Q).
(b) The Reporting Person has sole voting and sole dispositive
power with respect to all 1,662,928 shares of Common Stock of the Issuer owned
beneficially by the Reporting Person.
(c) The Reporting Person has effected no transaction in the Common
Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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SIGNATURE
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.
Dated: February 18, 1999
RAYCHEM CORPORATION
By: /s/ Stephen E. Creager
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Stephen E. Creager
Authorized Officer
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