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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Selfcare, Inc.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
00081631R1
(CUSIP Number)
Ronan O'Caoimh
Trinity Biotech plc
3 Rock Road
Sandyford Industrial Estate
Dublin 18, Ireland
(011) 353 1 2955111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 1996
(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 in the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement. / /
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 00081631R1 13D Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Flambelle Limited
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) /x/
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
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7. SOLE VOTING POWER
NUMBER OF
0 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
778,622 shares
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
0 shares
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
778,622 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
778,622 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 00081631 R1 13D Page 3 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trinity Biotech plc
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) /x/
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
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7. SOLE VOTING POWER
NUMBER OF
21,000 shares
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
778,622 shares
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
21,000 shares
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
778,622 shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
799,622 shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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14. TYPE OF REPORTING PERSON
CO
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Page 4 of 6 Pages
This Amendment No. 1 to Schedule 13D filed by Trinity Biotech plc
relates to the shares ("Shares") of Common Stock, par value $0.001 per share
(the "Common Stock"), of Selfcare, Inc., a Delaware corporation (the "Company")
and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of
1934.
Item 2. Identity and Background
Item 2 is hereby supplemented as follows:
On November 1, 1996, Trinity Biotech plc ("Trinity"), Flambelle Limited
("Flambelle") and Enviromed plc ("Enviromed") consummated an agreement dated
October 31, 1996 (the "Eastcourt Agreement") whereby Flambelle purchased the 50%
ownership stake in Eastcourt Limited ("Eastcourt") owned by Enviromed and
Flambelle thereby became the owner of 100% of the capital stock of Eastcourt.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented as follows:
On November 1, 1996, Flambelle purchased the 50% ownership stake in
Eastcourt held by Enviromed for total aggregate consideration of $1,250,000
consisting of (i) a cash payment of $500,000, of which $426,089 was provided to
Flambelle by Trinity out of its working capital and $73,931 was provided by East
Ridge Foundation, and (ii) an interest-free note in the principal amount of
$750,000 payable by Trinity in two equal installments of $375,000 on January 31,
1997 and June 30, 1997. All or part of such note may be converted, at Trinity's
option into Trinity A Ordinary Shares based on the average closing bid price of
Trinity's American Depositary Receipts on the 30 trading days preceding such
conversion.
Item 5. Interest in Securities of the issuer
Item 5 is hereby supplemented as follows:
Based on the Company's Quarterly Report on Form 10-QSB for the three
month period ending September 30, 1996, Flambelle's beneficial ownership of
778,622 Shares represents approximately 13.3% of the outstanding Shares of the
Company and Trinity's beneficial ownership of 799,622 Shares represents
approximately 13.6% of the Company's outstanding Shares. Pursuant to the
Eastcourt Agreement, Flambelle purchased the shares of Eastcourt held by
Environmed. Accordingly, the Eastcourt Agreement eliminated the right of
Enviromed to appoint a director of Eastcourt and certain voting rights of
Enviromed with respect to the Flambelle Selfcare Shares. Therefore, Enviromed
may no longer be deemed to share the power to vote and dispose of the Eastcourt
Selfcare Shares and the Flambelle Selfcare Shares with Flambelle, Eastcourt and
Trinity.
The Eastcourt Agreement eliminated certain reciprocal options
("Options") granted by Flambelle and Enviromed with respect to the shares of
Eastcourt, and Enviromed therefore no longer has the right to share with
Eastcourt, Trinity and Flambelle the right to receive or the power to direct the
receipt of dividends or the proceeds of the sale of the Eastcourt Selfcare
Shares.
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Page 5 of 6 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 is hereby supplemented as follows:
After the purchase by Flambelle of the shares of Eastcourt held by
Enviromed, Enviromed no longer has the right to appoint a director of Eastcourt
or any voting rights with respect to the Eastcourt Selfcare Shares. As described
in Item 5, the Options granted by Enviromed and Flambelle were eliminated upon
consummation of the Eastcourt Agreement.
Item 7. Material to Be Filed as Exhibits
(1) The Eastcourt Agreement
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Page 6 of 6 Pages
SIGNATURE
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.
November 30, 1996
TRINITY BIOTECH PLC
BY: /s/Ronan O'Caoimh
------------------------------
Name: Ronan O'Caoimh
Title: Chief Executive Officer
FLAMBELLE LIMITED
BY: /s/Ronan O'Caoimh
------------------------------
Name: Ronan O'Caoimh
Title: President
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THIS AGREEMENT is made on 31 October, 1996.
BETWEEN:
(1) ENVIROMED PLC is a company incorporated in England and Wales
(Registered No. 2815159) and having its registered office at Mercury
House, 195 Knightsbridge, London SW7 1YE ("Enviromed");
(2) TRINITY BIOTECH PLC a company incorporated in the Republic of Ireland
(Registered No. 183476) and having its registered office at Three Rock
Road, Sandyford Industrial Estate, Dublin 18 (the "Guarantor");
(3) FLAMBELLE LIMITED a company incorporated in the Republic of Ireland
(Registered No. 45333) and having its registered office at 15/16
Fitzwilliam Place, Dublin 2 ("Flambelle").
WHEREAS:
(A) Eastcourt Limited is a company incorporated in England and Wales
(Registered No. 32344996) and having its registered office at
Chichester House, 278/282 High Holborn, London WC1V 7HA ("Eastcourt").
(B) Flambelle is wholly-owned by the Guarantor and Eastcourt is owned in
equal proportions by Enviromed and Flambelle.
(C) Enviromed is the registered holder of 50 A Ordinary Shares of (pound
sterling) 1 each in the capital of Eastcourt.
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(D) Enviromed is willing to sell and Flambelle is willing to purchase the
Eastcourt Sale Shares on the terms set out in this Agreement.
THE PARTIES AGREE as follows:
1. INTERPRETATION
1.1 In this Agreement:
"Completion" means completion of the sale and purchase of the Eastcourt
Sale Shares in accordance with Clause 3.
"Eastcourt Sale Shares" means the shares to be acquired by Flambelle
pursuant to clause (2.1).
"Eastcourt A Shares" means the 50 A Ordinary Shares of (pound sterling)
1 each in the capital of Eastcourt registered in the name of Enviromed.
"Loan Note" means the Loan Note as set out in appendix 1 attached
hereto and in the agreed form to be issued by the Guarantor to
Enviromed as part of the consideration pursuant to clause 2.1.2.
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1.2 In this Agreement, a reference to:
1.2.1. a document in the "agreed form" is a reference to a document in a form
approved and for the purposes of identification signed by and on behalf
of each party to the Agreement.
1.2.2. a clause, paragraph or schedule, unless the context otherwise requires,
is a reference to a clause or paragraph of or a schedule to this
Agreement.
2. SALE AND PURCHASE
2.1. Enviromed agrees to sell and Flambelle agrees to purchase the Eastcourt
Sale Shares for a total aggregate consideration of $1,250,000 and to be
paid as follows:
2.1.1. $500,000 of the consideration shall be satisfied by payment in
cash to Enviromed upon Completion by way of wire transfer or
payment by cheque.
2.1.2. $750,000 of the consideration shall be satisfied by the issue
of a loan note to Enviromed at Completion in the proportions
and on the terms
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set out in appendix 1. ("the Loan Note Consideration").
3. Flambelle shall procure repayment of the Loan Note Consideration in
accordance with the terms of the Loan Note attached hereto as appendix
1.
3. COMPLETION
3.1. Completion shall take place immediately following signature of this
Agreement when Enviromed shall deliver or procure the delivery of:
3.1.1. duly completed and signed transfers in favor of Flambelle or
as it may direct of the Eastcourt Sale Shares together with
the relevant share certificates.
3.1.2. the resignation of the director and the secretary from their
respective officers in Eastcourt.
3.1.3. Flambelle shall make a wire transfer or payment by cheque of
the consideration payable under Clause 2.1.
3.1.4. The Guarantor shall issue the Loan Note certificate to
Enviromed in respect of $750,000 Loan Note.
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3.2. Completion shall have only taken place when the provisions of clause
3.1 have been fully compiled with.
4. REPRESENTATIONS AND UNDERTAKINGS
4.1. The Guarantor and Flambelle acknowledge that they have not relied upon
any representation or warranty by Enviromed as to the Eastcourt Sale
Shares in entering this Agreement.
5. GUARANTEE
5.5. The Guarantor guarantees to Enviromed that Flambelle will comply with
its obligations under this Agreement. In the event of non compliance by
Flambelle for any reason whatsoever Enviromed shall be entitled to
serve notice upon the Guarantor whereby the Guarantor will become
primarily bound by the terms of this Agreement in place of Flambelle.
6. GENERAL
6.1. No party may assign or transfer or purport to assign or transfer any
rights benefits or obligations under this Agreement.
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6.2. This Agreement supersedes an Agreement dated 28 August 1996 relating to
shares in Selfcare Inc. made between Enviromed plc, Trinity Biotech,
Flambelle Limited and Eastcourt Limited.
6.3. This Agreement represents (together with any documents referred to
herein) the entire agreement between the parties hereto and no
variation shall be effective unless in writing.
6.4. This Agreement shall be governed in accordance and construed in
accordance with the laws of England and the parties hereby submit to
the non-exclusive jurisdiction of the English Courts.
6.5. The failure by any of the parties hereto at any time to require
performance by any other party or to claim a breach of any term of this
Agreement shall not be deemed to be a waiver of any right under this
Agreement.
6.6. The parties hereto shall, and shall use their respective endeavours to
procure that any necessary third parties shall, execute and do all such
further deeds, documents and things as any party may reasonably require
by notice in writing to any other party to carry the provisions of this
Agreement into full force and effect.
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7. NOTICES
7.1. Any notice under or in connection with this Agreement shall be in
writing and shall be delivered personally or sent by first class post
(air mail if overseas), recorded delivery post, or by telex or telefax
to the party due to receive such notice at its address set out in this
Agreement or to such other address specified by that party by written
notice to the other.
7.2. In the absence of evidence of earlier receipt, a notice is deemed to be
given:
7.2.1. if delivered personally, when left at the address referred to
in clause 7.1;
7.2.2. if sent by mail, except air mail, 48 hours after posting it;
7.2.3. if sent by air mail, six days after posting it;
7.2.4. if sent by telex, when the proper answer-back is received; and
7.2.5. if sent by fax, on completion of its transmission.
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IN WITNESS WHEREOF this Agreement has been entered into the day and
year first herein written.
SIGNED for and on behalf )
ENVIROMED PLC )
/s/T.J. Murphy
------------------------------
Director
SIGNED for and on behalf of )
TRINITY BIOTECH PLC )
/s/Ronan O'Caoimh
------------------------------
Director
SIGNED for and on behalf of )
FLAMBELLE LIMITED )
/s/Ronan O'Caoimh
------------------------------
Director
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Appendix 1
TRINITY BIOTECH PLC
Three Rock Road
Sandyford Industrial Estate
Dublin 18
TRINITY BIOTECH PLC ("the Company") of Three Rock Road, Sandyford Industrial
Estate, Dublin 18 promises to pay Enviromed plc ("Enviromed") of Mercury House
195 Knightsbridge, London SW7 1YE, England or order the sum of US$750,000 ("the
Sum Due") subject to the following terms and conditions:
For the purpose of this agreement the following terms shall have the following
meaning:
"American Depository Receipt" and "ADR" shall mean the American Depository
Receipts in the Company each representing one "A" Ordinary Share in the capital
of the Company traded on NASDAQ being the only shares of the Company that trade
on NASDAQ;
"Average Closing Bid Price" shall mean the average of the closing bid price for
the ADR's in the Company for the 30 trading days immediately proceeding the date
of conversion;
"Conversion Shares" means the "A" Ordinary Shares in the capital of the Company
into which some or all of the Sum Due has been converted;
"Loan Note" shall mean this agreement;
"NASDAQ" shall mean the National Association of Securities Dealers Automated
Quotations system in the United States of America;
"Payment Date" shall mean 31st January 1997 and 30th June 1997;
"US Dollars" "US$" means the lawful currency of the United States of America.
(1) No interest shall be payable on the Sum Due.
(2) Payment of the Sum Due shall take place by two installments each of
US$375,000 unless otherwise provided for pursuant to the terms hereof,
payable on 31st January 1997 and 30th June 1997.
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(3) The Company may at its sole discretion:
(a) pay some or all of the Sum Due in advance of the dates set
forth in Clause 2 above;
(b) on giving 7 (seven) days notice in writing to Enviromed
convert some or all of the balance of the Sum Due then
outstanding into such number of "A" Ordinary Shares in the
capital of the company as shall be represented by the sum
being converted at the Average Closing Bid Price.
(4) In the event that a portion of the Sum Due shall have been repaid
and/or converted into Conversion Shares in advance of a Payment Date
the installment then due shall be reduced by the sum of the portions of
the Sum Due which shall have been repaid or converted.
(5) If the Company shall default in payment of an installment Enviromed
shall be entitled at its discretion to require that the installment of
the Sum Due the payable be converted into such number of "A" Ordinary
Shares in the capital of the Company as shall be represented by the
installment at the Average Closing Bid Price less 20%.
(6) Upon the conversion of some or all of the Sum Due pursuant to the
provisions of this Loan Note the Company:
(a) agrees to use its best endeavours to procure the
registration of the Conversion Shares with the SEC
within a period of 90 days of the date of conversion
and Enviromed hereby appoints the company as its
agent and representative in relation to and in
connection with the registration and sale of the
Conversion Shares;
(b) shall advance to Enviromed the sum in US Dollars (the
"Advance") equal to the portion of the Sum Due
represented by and secured only by the Conversion
Shares then issued which Advance:
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(i) shall be repayable in full upon the
registration and sale of the conversion
Share if such registration shall take place
within 90 days of conversion; or
(ii) if such registration shall not take place
within 90 days of conversion, shall be
repayable as to the proceeds of sale of
the Conversion Shares then registered
and sold subject to a maximum repayment
in the amount of the Advance or the value
of shares on the 90th day which ever is
less.
Dated this ____ day of __________ 1996
Present it when the Seal of the Company was affixed hereto:
Present it when the Seal of Enviromed was affixed hereto:
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