SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 8
SYSTEMIX, INC.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
871872 10 7
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(CUSIP Number of Class of Securities)
Robert L. Thompson, Jr.
Vice President and General Counsel
Sandoz Corporation
608 Fifth Avenue
New York, New York 10020
Telephone: (212) 830-2413
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(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
Copy to:
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
October 29, 1996
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(Date of Event which Requires Filing of this Statement)
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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 13-d-1(b)(3) or (4), check the following box. |_|
Check the following box if a fee is being paid with this statement. |_|
Page 1 of 11 Pages
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CUSIP No. 871872 10 7
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SANDOZ BIOTECH HOLDINGS CORPORATION
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(2) Check the Appropriate Box if a member of a Group
(a) |_|
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(b) |X|
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(3) SEC Use Only
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(4) Source of Funds AF
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e). |_|
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(6) Citizenship or Place of Organization Delaware
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(7) Sole Voting Power
Number of ---------------------------------
Shares
Beneficially (8) Shared Voting Power 11,977,699
Owned by -------------------------------
Each
Reporting (9) Sole Dispositive Power
Person ----------------------------
With
(10) Shared Dispositive Power 11,977,699
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(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 11,977,699
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
(13) Percent of Class Represented by Amount in Row (11)
76%
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(14) Type of Reporting Person CO
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Page 2 of 11 Pages
<PAGE>
CUSIP No. 871872 10 7
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SANDOZ LTD.
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(2) Check the Appropriate Box if a member of a Group
(a) |_|
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(b) |X|
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(3) SEC Use Only
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(4) Source of Funds WC
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e). |_|
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(6) Citizenship or Place of Organization Switzerland
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- ---------------
(7) Sole Voting Power
Number of ---------------------------------
Shares
Beneficially (8) Shared Voting Power 11,977,699
Owned by -------------------------------
Each
Reporting (9) Sole Dispositive Power
Person ----------------------------
With
(10) Shared Dispositive Power 11,977,699
- --------------- -------------------------
(11) Aggregate Amount Beneficially Owned by Each
Reporting Person 11,977,699
----------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares |_|
------
(13) Percent of Class Represented by Amount in Row (11)
76%
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(14) Type of Reporting Person CO
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Page 3 of 11 Pages
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This Amendment No. 8 amends and supplements the Statement on
Schedule 13D, filed with the Securities and Exchange Commission on December 20,
1991, as amended by Amendment Nos. 1 through 7 thereto (the "Schedule 13D"), by
Sandoz Biotech Holdings Corporation, a Delaware corporation ("Purchaser") and an
indirect wholly owned subsidiary of Sandoz Ltd., a company organized under the
laws of Switzerland ("Parent"), with respect to the shares of common stock, par
value $.01 per share (the "Common Stock"), of SyStemix, Inc., a Delaware
corporation (the "Company").
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented
as follows:
On October 28, 1996, the Company announced that the
"independent directors" of the Company rejected Parent's previously announced
offer of May 23, 1996 to acquire for US $17 per share all of the issued and
outstanding shares of Common Stock not already owned by Parent. A press release
issued by Parent on October 29, 1996 relating to the foregoing event is attached
as Exhibit 99.1 and is incorporated by reference in its entirety.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented by adding
the following Exhibits:
Exhibit 24 Power of Attorney.
Exhibit 99.1 Press Release issued by Parent on October 29, 1996.
Page 4 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
October 30, 1996
SANDOZ LTD.
By: /s/ Robert L. Thompson, Jr.
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Robert L. Thompson, Jr.
Attorney-in-fact
SANDOZ BIOTECH HOLDINGS
CORPORATION
By: /s/ Robert L. Thompson, Jr.
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Robert L. Thompson, Jr.
Vice President
Page 5 of 11 Pages
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EXHIBIT INDEX
Exhibit
24 Power of Attorney.
99.1 Press Release issued by Parent on October 29, 1996.
Page 6 of 11 Pages
EXHIBIT 24
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That Sandoz Ltd., a Swiss corporation having its principal place of business in
the City of Basle, does hereby make, constitute and appoint:
Robert L. Thompson, Jr. of 608 Fifth Avenue, New York, New York; and
Wayne Merkelson of 608 Fifth Avenue, New York, New York,
or any one of them acting alone, its true and lawful attorneys, for it and in
its name, place and stead, with full power of substitution to represent and act
for it in all matters pertaining to submissions to the Securities and Exchange
Commission, with such changes therein as may be approved by said attorneys, or
any one of them acting alone, and in general to do all things and to perform on
the part of Sandoz Ltd. all acts as said attorneys, or any one of them acting
alone, determines are necessary or advisable in connection with submissions to
the Securities and Exchange Commission, including, without limiting the
generality of the foregoing, the execution and delivery of all documents
required under the Securities Exchange Act of 1934, as amended, all agreements,
officer's and other certificates, and any and all other documents and
instruments required, contemplated by or deemed advisable in connection with
this power of attorney and to otherwise act for and in the name of Sandoz Ltd.
and in its behalf with respect to the transactions described herein fully as if
the duly authorized officers of Sandoz Ltd. were then personally present and
acting.
Sandoz Ltd. hereby ratifies and confirms all that said attorneys or their
substitutes shall lawfully do, or cause to be does, by virtue hereof.
Page 7 of 11 Pages
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2
IN WITNESS WHEREOF, Sandoz Ltd. has caused this power of attorney to be signed
by two duly authorized officers this 21st day of May, 1996.
SANDOZ LTD.
/s/ P. Rickli /s/ R. Breu
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Page 8 of 11 Pages
Exhibit 99.1
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PRESS RELEASE
SANDOZ
CORPORATE COMMUNICATIONS
KOMMUNIKATION KONZERN SANDOZ
COMMUNICATION DU GROUPE
CH-4002 BASEL/SCHWEIZ
........................... PRESS RELEASE
PRESS OFFICE
OF THE SANDOZ COMPANIES
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PRESSEDIENST Current Sandoz and designated Novartis
DER SANDOZ-GESELLSCHAFTEN Heads of Country Organizations
...........................
SERVICE DE PRESSE Current Sandoz Corporate Communications and
DES SOCIETES SANDOZ designated Novartis Corporate Sector and
........................... Country Organization Communicators
TEL. +41-61-324-9001
FAX +41-61-324-4884
Sandoz' offer to minority shareholders of SyStemix declined
Basel, 29 October 1996 -- Sandoz Ltd. today announced that its proposal to
acquire all outstanding shares of SyStemix had been declined by the 'independent
directors' of SyStemix on behalf of the minority shareholders. Announced on May
23 this year, the offer of USD 17 per share originally represented a premium of
55% over the closing price prior to the offer. SyStemix' shares closed on 28
October at USD 16. Sandoz said it was disappointed by the decision but would
study it before taking further action.
SyStemix, Inc., based in Palo Alto, California, is a biotechnology company
specializing in the development of new therapies for major disorders of the
blood system based on the use of human hematopoietic stem cells. Collaboration
between the two companies began in 1991. In 1992, Sandoz acquired a 60%
interest, which it increased in 1995 to 71.6% on a fully diluted basis.
Headquartered in Basel, Switzerland, Sandoz Ltd. is a global research-based
pharmaceuticals and nutrition group, with further activities in crop protection
and seeds. In 1995, Sandoz Group sales exceeded CHF 15.2 billion. On 7 March
1996, Sandoz and Ciba-Geigy announced plans to merge and form a new company
Novartis. The plan was approved by each company's shareholders on 23 (Sandoz)
and 24 (Ciba) April 1996. Approval from the European Commission was granted on
17 July. The merger is still subject to approval by the Federal Trade Commission
(FTC) in the US.
Press Office of the Sandoz Companies
Page 9 of 11 Pages
