UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
BIO-PLEXUS, INC.
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(Name of Issuer)
COMMON STOCK (NO PAR VALUE)
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(Title of Class of Securities)
09057C 106
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(CUSIP Number)
KENNETH MAIMAN, ESQ. ROBERT C. SCHWENKEL, ESQ.
APPALOOSA MANAGEMENT L.P. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
26 MAIN STREET, FIRST FLOOR ONE NEW YORK PLAZA
CHATHAM, NJ 07928 NEW YORK, NY 10004
(973) 701-7000 (212) 859-8000
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
DECEMBER 14, 2000
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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(e), 13d-1(f) or 13d-1(g), 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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 09057C 106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APPALOOSA MANAGEMENT L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,749,687
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,749,687
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,749,687
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2%
14 TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 09057C 106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID A. TEPPER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,749,687
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,749,687
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,749,687
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.2%
14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 4 to the statement on Schedule 13D filed on
behalf of Appaloosa Management L.P. (the "Manager") and David A. Tepper
("Mr. Tepper" and, together with the Manager, collectively, the "Reporting
Persons") on November 1, 1999, as amended by Amendment No. 1 filed on
January 5, 2000, Amendment No. 2 filed on April 3, 2000 and Amendment No. 3
filed on May 12, 2000 (collectively, the "Schedule 13D"), relates to shares
of the common stock, no par value (the "Common Stock"), of Bio-Plexus,
Inc., a Connecticut corporation (the "Company"). Capitalized terms used but
not otherwise defined herein shall have the meaning ascribed to such terms
in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as
follows:
ITEM 4. PURPOSE OF TRANSACTION.
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On December 14, 2000, the Company, Appaloosa, Palomino, Tersk
(collectively, the "Purchasers") and the Manager entered into the First
Amendment to Convertible Note Purchase Agreement, thereby amending certain
covenants of the Convertible Note Purchase Agreement, dated as of April 28,
2000.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
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(a) As of the date hereof and assuming conversion of the
Convertible Notes into shares of Common Stock and the exercise of the
Rollover Warrants, the Additional $3 Warrants, the Replacement Warrants and
the $5 Warrants (which were acquired on October 21, 1999), the Reporting
Persons may be deemed to be the beneficial owners of an aggregate of
10,749,687 shares of Common Stock, which constitute approximately 42.2% of
the issued and outstanding Common Stock. Since the last filing of the
Schedule 13D, the Convertible Notes have continued to accrete in value,
thus increasing the number of shares into which the Convertible Notes may
be converted. Accordingly, this Item 5 is hereby amended to reflect that
the Reporting Persons, as of the date hereof, may be deemed to beneficially
own 42.2% of the issued and outstanding Common Stock.
(b) As of the date hereof, each of the Manager and Mr. Tepper may
be deemed to have the sole voting and dispositive power with respect to
10,749,687 shares of Common Stock (assuming the exercise of all warrants
described above and the conversion of the Convertible Notes into shares of
Common Stock).
(c) Except as described in this Schedule 13D, the Reporting
Persons have not effected any transactions in the Common Stock during the
sixty days preceding the date of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
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On December 14, 2000, the Company, the Purchasers and the Manager
entered into the First Amendment to Convertible Note Purchase Agreement (a
copy of which is attached hereto as Exhibit 1), whereby the Company, the
Purchasers and the Manager agreed to amend certain financial covenants
contained in the Convertible Note Purchase Agreement, dated as of April 28,
2000. In addition, the Company agreed:
(a) to provide to a Holder of Convertible Notes, upon such
Holder's request from time to time, information relating to
the performance of the provisions of the Convertible Note
Purchase Agreement and to the affairs of the Company and its
subsidiaries;
(b) not to materially alter or embark upon (other than
preliminary non-binding discussions) any new strategic
initiatives as part of its business plan or otherwise
(including, but not limited to joint ventures, strategic
alliances, licensing agreements, acquisitions and
partnerships (other than distribution, supply and other
similar agreements entered into in the ordinary course of
business on commercially reasonable terms)) without the
express consent of the Collateral Agent; and
(c) to meet certain milestones with respect to the Company's
Winged Set for Blood Collection product.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 1 - First Amendment to Convertible Note Purchase Agreement,
dated as of December 14, 2000.
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SIGNATURE
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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: December 27, 2000
Appaloosa Management L.P.
By: Appaloosa Partners Inc.,
Its General Partner
By: /s/ David A. Tepper
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David A. Tepper
President
/s/ David A. Tepper
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David A. Tepper
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EXHIBIT INDEX
Exhibit 1 - First Amendment to Convertible Note Purchase Agreement, dated
as of December 14, 2000.
