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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)/1/
Ocular Sciences, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
675744106
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(CUSIP Number)
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
(847) 294-3000
Attn: President
__________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 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.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
/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 1 of 8 Pages
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SCHEDULE 13D
CUSIP NO. 675744106 Page 2 of 8
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Wesley Jessen VisionCare, Inc. 36-4023739
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0
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TYPE OF REPORTING PERSON*
14
CO
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* SEE INSTRUCTIONS BEFORE FILLINT OUT!
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Item 1. Security and Issuer.
The class of equity security to which this Statement relates is the common
stock, par value $0.001 per share (the "Common Stock") of Ocular Sciences, Inc.,
a Delaware corporation ( "OSI"). The name and address of the principal
executive offices of OSI are Ocular Sciences, Inc., 475 Eccles Avenue, South San
Francisco, California 94080.
Item 2. Identity and Background.
This Statement is being filed by Wesley Jessen VisionCare, Inc. ("WJ"), a
Delaware corporation. WJ is the leading worldwide developer, manufacturer and
marketer of specially soft contact lenses. WJ's products include cosmetic
lenses, which change or enhance the wearer's eye color appearance; toric lenses,
which correct vision for people with astigmatism; and premium lenses, which
offer value-added features, such as improved comfort for dry eyes and protection
from ultraviolet light. The address of the principal business and office of WJ
is 333 East Howard Avenue, Des Plaines, Illinois 60018-5903. WJ is sometimes
referred to herein as the "Reporting Person."
Attached as Schedule A to this Statement is information concerning the
Reporting Person to which such information is required to be disclosed in
response to Item 2 and General Instruction C to Schedule 13D.
During the last five years, neither the Reporting Person or the persons
identified on Schedule A attached hereto has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, neither of the Reporting Person or the persons identified on
Schedule A attached hereto was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any person
was or is subject to 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
On March 19, 2000, OSI, WJ and OSI Acquisition Corp. ("Merger Sub") entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing for the
merger of Merger Sub with and into OSI. In connection therewith, WJ entered
into a Stock Option Agreement with OSI (the "OSI Stock Option Agreement").
Pursuant to the OSI Stock Option Agreement, OSI granted to WJ an irrevocable
option to purchase 4,577,830 shares of its Common Stock (subject to adjustment)
at a purchase price of $16.94 per share (subject to adjustment). In addition,
OSI, John D. Fruth (the "Stockholder") and WJ entered into a Stockholders
Agreement, dated as of March 19, 2000 (the "Stockholders Agreement") pursuant
to which the Stockholder agreed to vote, and granted WJ an irrevocable proxy to
vote, his shares of Common Stock owned as of March 19, 2000 and any shares
acquired thereafter in favor of the Merger, the Merger Agreement and all other
transactions contemplated in the Merger Agreement. WJ entered into the OSI
Stock Option Agreement and the Stockholders Agreement to facilitate the
transactions contemplated by the Merger Agreement.
On May 30, 2000, OSI, WJ and Merger Sub entered into a Termination
Agreement pursuant to which the Merger Agreement, the OSI Stock Option
Agreement, the Stockholders Agreement and all of the other agreements related to
the transactions contemplated by the Merger Agreement were
Paage 3 of 8 Pages
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terminated. In connection therewith, WJ paid OSI termination fees of $20.0
million pursuant to Section 7.2(b)(i) of the Merger Agreement and $5.0 million
pursuant to Section 7 of the WJ Stock Option Agreement (as defined in the Merger
Agreement). Immediately thereafter, WJ entered into an Agreement and Plan of
Merger with Novartis AG and its wholly owned subsidiary, WJ Acquisition Corp.
("Purchaser"), whereby Purchaser agreed, subject to the terms and conditions
stated therein, to acquire through a tender offer all of the the outstanding
shares of common stock of WJ for $38.50 per share in cash.
Other than as described in this Statement, none of the Reporting Persons or
the persons identified on Schedule A attached hereto presently has any plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of May 30, 2000, the Reporting Person does not own and is not the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act)
of any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings of Relationships With
Respect to Securities of the Issuer.
Except as otherwise set forth in this Statement (and the agreements
referenced herein), to the best knowledge of the Reporting Person, no contracts,
arrangements, understandings or relationships (legal or otherwise) exist among
the persons named in Item 2 or between such persons and any other person with
respect to any securities of OSI, including but not limited to transfer or
voting of any of the securities of OSI, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees or profits, divisions of profits
or loss, or the giving or withholding of proxies, or a pledge or contingency,
the occurrence of which would give another person voting power over the
securities of OSI.
Item 7. Material to be filed as Exhibits.
Exhibit A -- Termination Agreement, dated as of May 30, 2000, by and among
Wesley Jessen VisionCare, Inc., OSI Acquisition Corp. and
Ocular Sciences, Inc.
Page 4 of 8 Pages
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SIGNATURES
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: June 5, 2000 WESLEY JESSEN VISIONCARE, INC.
By: /s/ Edward J. Kelley
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Name: Edward J. Kelley
Its: Chief Financial Officer
Paage 5 of 8 Pages
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SCHEDULE A
The names and titles of the executive officers and the names of the
directors of Wesley Jessen VisionCare, Inc. ("WJ") and their business address
and principal occupations are set forth below. If no address is given, the
director's or executive officer's business address is that of WJ. Unless
otherwise indicated, each occupation set forth opposite an individuals name
refers to WJ and each individual is a United States citizen.
<TABLE>
<CAPTION>
Executive Officers Position; Present Principal Occupation
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<S> <C>
Kevin J. Ryan Chairman, President and Chief Executive
Officer
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Edward J. Kelley Vice President-Finance and Chief
Financial Officer
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Raleigh S. Althisar, Jr. Vice President-Worldwide Manufacturing
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Ronald J. Artale Vice President and Controller
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Lawrence L. Chapoy Vice President-Research & Development
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William M. Flynn Vice President-Pan Asia
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Joseph F. Foos Vice President-Scientific Affairs
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George H. McCrary Vice President-Americas
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Daniel M. Roussel (citizen of France) Vice President-Europe
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Thomas F. Steiner President-Marketing
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</TABLE>
<TABLE>
<CAPTION>
Directors Position; Present Principal Occupation
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<S> <C>
Michael A. D'Amato Executive Vice President of The
The Advisory Board Company Advisory Board Company (an advisory
The Watergate firm with practices in financial
600 New Hampshire Avenue, NW services and health care and a
Washington, D.C. 20037 for-profit membership association)
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Edward J. Kelley Listed above
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Adam W. Kirsch Chief Executive Officer of Net
Net Ventures, LLC Ventures, LLC (private investment
2 Canal Park fund focusing on Internet-related
Cambridge, Massachusetts 02141 companies)
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Sol Levine Retired. Former President of Revlon,
4 East 72nd Street Inc.
New York, New York 10021
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</TABLE>
Page 6 of 8 Pages
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<TABLE>
<CAPTION>
Directors Position; Present Principal Occupation
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<S> <C>
John W. Maki Managing Director of Audax Management
Audax Management Company, LLC Company, LLC (money management
101 Huntington Avenue investment business)
Boston, Massachusetts 02199
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John J. O'Malley Managing Director of Audax Management
Audax Management Company, LLC Company, LLC (money management
101 Huntington Avenue investment business)
Boston, Massachusetts 02199
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Stephen G. Pagliuca Managing Director of Bain Capital, Inc.
Bain Capital, Inc. (private equity investment firm)
2 Copley Place
Boston, Massachusetts 02116
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Kevin J. Ryan Listed above
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</TABLE>
Page 7 of 8 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Name
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<S> <C>
A Termination Agreement, dated as of May 30, 2000, by and
among Wesley Jessen VisionCare, Inc., OSI Acquisition Corp.
and Ocular Sciences, Inc.
</TABLE>
Page 8 of 8 Pages
