SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)<1>
BIOSITE DIAGNOSTICS INCORPORATED
- --------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of class of securities)
09094510
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(CUSIP number)
KLAUS H. JANDER, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8001
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(Name, address and telephone number of person
authorized to receive notices and communications)
FEBRUARY 10, 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 <square>.
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.
(Continued on following pages)
(Page 1 of 5 Pages)
__________________________
<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.)
PAGE
<PAGE>
SCHEDULE 13D
PAGE 2 OF 5 PAGES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merck KGaA
(Reporting person is a foreign corporation and does not have S.S. or I.R.S. identification number)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) <square>
(B) <square>
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) <square>
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
1,187,667
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,187,667
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON <square>
1,187,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* <square>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
APPROXIMATELY 9.3%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*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
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
Immediately prior to the IPO, Merck KGaA was the beneficial
owner of 1,041,667 shares of Common Stock, representing approximately 10.5%
of the then issued and outstanding shares of Common Stock. Merck KGaA
obtained these shares of Common Stock as the result of the automatic
conversion of its Series E Preferred Stock into Common Stock in the IPO,
pursuant to the Stock Purchase Agreement, dated as of November 25, 1992,
between the Issuer and Merck KGaA. Other than the conversion of its Series
E Preferred Stock into Common Stock, Merck KGaA did not pay any other
consideration to acquire such 1,041,661 shares of Common Stock.
In the course of the IPO, Merck KGaA acquired an additional
146,000 shares of Common Stock at a price of $12.00 per share directly
from the Issuer in order to maintain an approximate 10% ownership
position in the Issuer. The source of funds for this purpose was
internal working capital.
As of the closing of the IPO and as of the date hereof, Merck
KGaA was the beneficial owner of 1,187,667 shares of Common Stock,
representing approximately 9.3% of the issued and outstanding shares of
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Immediately prior to the IPO, Merck KGaA held 1,041,667 shares
of Common Stock, and in the course of the IPO, Merck KGaA acquired
an additional 146,000 shares of Common Stock, representing an aggregate of
approximately 9.3% ownership of the Common Stock. It is the present
intention of Merck KGaA to acquire additional shares of Common Stock, if
necessary, perhaps on the open market, in order to maintain an ownership
position of approximately 10%. There can be no assurances, however,
that Merck KGaA will acquire such additional shares of Common Stock.
Merck KGaA intends to hold such shares of Common Stock for investment and
has no plans or proposals relating to the acquisition of additional
securities of the Issuer or with respect to material changes in the
Issuer's business or corporate structure, including those matters
enumerated in paragraphs (a) through (j) of Item 4 to Schedule 13D.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
As of the date of this filing, Merck KGaA owns 1,187,667 shares
of Common Stock, representing approximately 9.3% of the total issued and
outstanding shares of Common Stock.
PAGE 3 OF 5 PAGES
PAGE
<PAGE>
Merck KGaA has the sole power to vote or direct the vote and
disposition of such Common Stock.
Other than the purchases described in Item 4 above, no
transactions in the Common Stock have been effected by Merck KGaA directly
or indirectly during the past 60 days.
No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the Common
Stock.
PAGE 4 OF 5 PAGES
PAGE
<PAGE>
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.
Date: March 7, 1997
MERCK KGaA
By: \s\ Klaus-Peter Brandis
---------------------------
Name: Klaus-Peter Brandis
Title: Director
By: \s\ Dr. Christian Flaemig
---------------------------
Name: Dr. Christian Flaemig
Title: Director
