<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 14D-1
(AMENDMENT NO. 3)
(Final Amendment)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D
(AMENDMENT NO. 13)
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
---------------------
SYSTEMIX, INC.
(Name of Subject Company)
NOVARTIS BIOTECH HOLDING CORP.
AND
NOVARTIS INC.
(Bidder)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
871872 10 7
(CUSIP Number of Class of Securities)
---------------------------
ROBERT L. THOMPSON, JR., ESQ.
NOVARTIS BIOTECH HOLDING CORP.
NOVARTIS INC.
C/O NOVARTIS CORPORATION
608 FIFTH AVENUE, 10TH FLOOR
NEW YORK, NEW YORK 10020
(212) 830-2401
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidder)
---------------------------
COPY TO:
DAVID W. HELENIAK, ESQ.
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 848-4000
FEBRUARY 18, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 3 to the Tender Offer Statement on Schedule
14D-1 and Amendment No. 13 to the Statement on Schedule 13D (this
"Amendment") relates to the offer by Novartis Biotech Holding Corp., a
Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of
Novartis Inc., a company organized under the laws of Switzerland ("Parent"),
to purchase all outstanding shares of Common Stock, par value $.01 per share
(the "Common Stock"), of SyStemix, Inc. (the "Shares"), a Delaware
corporation, at a price of $19.50 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in Purchaser's Offer to
Purchase dated January 17, 1997 and in the related Letter of Transmittal.
ITEM 6. INTEREST IN SECURITIES OF THE ISSUER.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Friday,
February 14, 1997. Based on a preliminary count, approximately 4,711,319
Shares were tendered pursuant to the Offer, of which 910,839 were
tendered pursuant to notices of guaranteed delivery. Such Shares
(including Shares delivered pursuant to notices of guaranteed delivery)
constituted approximately 30.6% of the outstanding Shares and approximately
98.2% of the outstanding Shares held by persons other than Parent, Purchaser
and their affiliates. On Saturday, February 15, 1997, effective as of
12:01 a.m., all Shares validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment. In addition to the Shares
acquired pursuant to the Offer, Purchaser and Parent own 10,610,099 Shares,
representing approximately 68.9% of the outstanding Shares. As a result,
Purchaser and its affiliates own approximately 99.5% of the outstanding Shares,
which is a sufficient number of Shares to enable Purchaser to effect the Merger
without a vote or meeting of the Company's stockholders. After the Merger,
Parent will indirectly own 100% of the Company. Purchaser intends to effect the
Merger as soon as practicable. A press release issued by Parent on February 18,
1997 announcing the expiration of the Offer and the acceptance of validly
tendered Shares is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
Item 11. Exhibits
Item 11 of the Schedule 14D-1 is hereby amended by adding the following
Exhibit:
Exhibit No. (a)(9) Press Release issued by Parent on February
18, 1997.
<PAGE>
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.
February 18, 1997
NOVARTIS BIOTECH HOLDING CORP.
By: /s/ ROBERT L. THOMPSON, JR.
-----------------------------------------
Name: Robert L. Thompson, Jr.
Title: Vice President
<PAGE>
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.
February 18, 1997
NOVARTIS INC.
By: /s/ ROBERT L. THOMPSON, JR.
-----------------------------------------
Name: Robert L. Thompson, Jr.
Title: Attorney-in-Fact
<PAGE>
NOVARTIS COMPLETES TENDER OFFER FOR SYSTEMIX, INC.
NEW YORK, NY and BASEL, SWITZERLAND, February 18, 1997 -- Novartis announced
today that it had completed its tender offer for all outstanding shares of
SyStemix, Inc.
The tender offer expired as scheduled at 12:00 midnight, New York City time,
on Friday, February 14, 1997. Based on a preliminary count, 4,711,319 shares
of SyStemix common stock were tendered and accepted for payment, representing
approximately 98.2% of the outstanding shares held by persons other than
Novartis and its affiliates.
SyStemix will merge with Novartis Biotech Holding Corp., a wholly owned
subsidiary of Novartis, as soon as practicable. As a result of the merger,
Novartis will own 100% of SyStemix. SyStemix shares which were not tendered
into the offer will be cancelled and converted automatically into the right
to receive USD 19.50 per share in cash.
SyStemix, Inc., based in Palo Alto, California, is a biotechnology company
leading in the development of therapies for major disorders of the blood and
the immune system based on the use of isolated, expanded and gene-modified
human hematopoietic stem cells.
Headquartered in Basel, Switzerland, Novartis is a world leader in Life
Sciences, committed to the research and development of innovative products
and services. In 1995, its annual investment in healthcare research and
development was more than CHF 2 billion, the largest in the healthcare
industry.
