<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer: PerSeptive BioSystems, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 715271102
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Garo H. Armen
c/o Armen Partners, L.P.
630 Fifth Avenue, Suite 2100
New York, New York 10111
(Date of Event which Requires Filing of this Statement)
8/8/97
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 [ ].
*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 the
disclosures provided in a prior cover page.
The information required in 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).
<PAGE>
CUSIP No. 715271102
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Garo H. Armen
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
AF, PF
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
1,004,321
8. Shared Voting Power
9. Sole Dispositive Power
1,004,321
2
<PAGE>
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,004,321
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
4.67%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
Dr. Armen is filing this Amendment No. 1 to
Schedule 13D to report that his beneficial ownership of the
common stock of PerSeptive BioSystems, Inc. is less than 5%
by virtue of the fact that his right to exercise 217,000
warrants to purchase 217,000 shares of Common Stock expired.
Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock,
$.01 par value, (the "Common Stock") of PerSeptive
BioSystems, Inc. ("PerSeptive BioSystems"). The principal
executive office of PerSeptive BioSystems is located at 500
Old Connecticut Path, Framingham, MA 01701.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Dr. Garo
H. Armen. Dr. Armen's principal office is located at 630
Fifth Avenue, Suite 2100, New York, New York 10111.
Dr. Armen has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Dr. Armen has not,
during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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 violations with respect to such laws.
4
Dr. Armen is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Dr. Armen is deemed to
beneficially own 1,004,321 shares of Common Stock. The
Common Stock is held by (i) Armen Partners, L.P. (the
"Partnership"), an investment limited partnership, of which
Dr. Armen is a general partner and the managing partner,
(ii) Armen Partners Offshore Fund, Ltd. (the "Fund"), an
offshore investment fund, to which Armen Capital Management
Corp., a corporation of which Dr. Armen is the principal,
acts as investment manager, and (iii) GHA Management
Corporation (the "Corporation"), a corporation wholly-owned
by Dr. Armen. The funds for the purchase of the Common
Stock held in the Partnership came from capital
contributions to the Partnership by its general and limited
partners. The funds for the purchase of Common Stock held
by the Fund came from contributions by the Fund's
shareholders. The funds for the purchase of the Common
Stock held by the Corporation came from Dr. Armen's personal
funds. Funds for the purchase of Common Stock also came
from margin loans entered in the ordinary course of
business.
5
Item 4. PURPOSE OF TRANSACTION
The Common Stock beneficially owned by Dr. Armen
was acquired for, and is being held for, investment
purposes. The reporting person may acquire additional
Common Stock, dispose of all or some of the Common Stock
from time to time, in open market transactions, block sales
or purchases or otherwise, or may continue to hold the
Common Stock.
Dr. Armen does not have any plan or proposal which
relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Dr. Armen is deemed to be
the beneficial owner of 1,004,321 shares of Common Stock of
PerSeptive BioSystems. Dr. Armen is filing this Amendment
No. 1 to Schedule 13D because his beneficial ownership of
Common Stock fell below 5% by virtue of the fact that his
right to exercise 217,000 warrants to purchase 217,000
shares of Common Stock expired. Based on the most recent
Form 10-Q filed by PerSeptive BioSystems, there are believed
to be 21,508,119 shares of Common Stock of PerSeptive
BioSystems outstanding. Therefore, Dr. Armen beneficially
owns 4.67% of the outstanding shares of Common Stock.
Dr. Armen ceased to be a beneficial owner of more than 5% of
6
the Common Stock on August 8, 1997. Dr. Armen has the power
to vote and direct the vote of all of the shares of Common
Stock of which he is currently deemed to be a beneficial
owner.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Dr. Armen does not have any contract, arrangement,
understanding or relationship with any person with respect
to the Common Stock of PerSeptive BioSystems.
Item 7. Material to be Filed as Exhibits
Not Applicable
Signature
The undersigned, after reasonable inquiry and to
the best of his knowledge and belief, certifies that the
information set forth in this statement is true, complete
and correct.
September 4, 1997
/s/ Garo H. Armen
Garo H. Armen
7
00875001.AH5
