SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Hemagen Diagnostics, Inc.
-------------------------
(Name of Issuer)
COMMON STOCK, $.01 par value per share
--------------------------------------
(Title of Class of Securities)
423501105
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(CUSIP Number)
February 4, 2000
----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 9 Pages
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CUSIP NO. 423501105 13G PAGE 2 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Randal J. Kirk
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
NUMBER OF
SHARES --------- --------------------------------------
6. SHARED VOTING POWER
BENEFICIALLY 500,000
OWNED BY --------- --------------------------------------
7. SOLE DISPOSITIVE POWER
EACH REPORTING
--------- --------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER
500,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.45%
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12. TYPE OF REPORTING PERSON
IN
- ---------- ---------------------------------------------------------------------
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CUSIP NO. 423501105 13G PAGE 3 OF 9 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Clinical Chemistry I.R.S. Identification
Holdings, Inc. No.: 52-2202556
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3. SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------- --------- --------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES --------- --------------------------------------
6. SHARED VOTING POWER
BENEFICIALLY 500,000
--------- --------------------------------------
OWNED BY 7. SOLE DISPOSITIVE POWER
EACH REPORTING --------- --------------------------------------
PERSON WITH 8. SHARED DISPOSITIVE POWER
500,000
- ---------- ---------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
- ---------- ---------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.45%
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12. TYPE OF REPORTING PERSON
CO
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ITEM 1(a). NAME OF ISSUER:
Hemagen Diagnostics, Inc., a Delaware corporation.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
34-40 Bear Hill Road, Waltham, Massachusetts 02451.
ITEM 2(a). NAME OF PERSONS FILING:
Randal J. Kirk, a Virginia resident ("Mr. Kirk"), and Clinical
Chemistry Holdings, Inc., a Delaware corporation ("CCH"). Attached hereto as
Exhibit 2(a) is a copy of the Joint Filing Agreement, dated as of February 14,
2000, by and between Mr. Kirk and CCH pursuant to which the parties have agreed
that this Schedule 13G is a joint filing on behalf of each of Mr. Kirk and CCH.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of Mr. Kirk's principal business office is Third Security,
LLC, The Governor Tyler, 1902 Downey Street, Radford, Virginia 24141. The
address of CCH's principal business office is Clinical Chemistry Holdings, Inc.,
101-B Creekridge Road, Greensboro, North Carolina 27406.
ITEM 2(c). CITIZENSHIP:
See Row 4 of Cover Pages.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share.
ITEM 2(e). CUSIP NUMBER:
423501105.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2
(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under Section 15 of the
Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) |_| Investment company registered under Section 8 of the
Investment Company Act.
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)
(ii)(E).
Page 4 of 9 Pages
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(f) |_| An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act.
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: See Row 9 of Cover Pages. Mr. Kirk
is joining in this Schedule 13G and reporting beneficial
ownership of the same securities beneficially owned by CCH
because, as a result of his position with and ownership of
securities of CCH, Mr. Kirk could be deemed to have voting
power and/or investment power with respect to the securities
beneficially owned by CCH.
(b) Percent of class: See Row 11 of Cover Pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Row 5
of Cover Pages.
(ii) Shared power to vote or to direct the vote: See Row 6
of Cover Pages.
(iii) Sole power to dispose or to direct the disposition
of: See Row 7 of Cover Pages.
(iv) Shared power to dispose or to direct the disposition
of: See Row 8 of Cover Pages.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not applicable.
Page 5 of 9 Pages
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ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below, each of the undersigned certifies that, to the best
of his or its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of, or with the effect of, changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 6 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2000 /s/ Randal J. Kirk
---------------------------
Randal J. Kirk
Date: February 14, 2000 CLINICAL CHEMISTRY HOLDINGS, INC.
By: /s/ Audrey Ho Ping Ting
-----------------------
Audrey Ho Ping Ting
President and Chief
Executive Officer
Page 7 of 9 Pages
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EXHIBIT INDEX
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Exhibit Number Exhibit Description
- -------------- -------------------
Exhibit 2(a) Joint Filing Agreement.
Page 8 of 9 Pages
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EXHIBIT 2(a)
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JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, as amended, the persons names below agree to the joint
filing on behalf of each of them a Statement on Schedule 13G (including
amendments thereto) with regard to the Common Stock of Hemagen Diagnostics,
Inc., and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filings. In evidence thereof, the undersigned, being duly
authorized, hereby execute this agreement as of the 14th day of February, 2000.
Date: February 14, 2000 /s/ Randal J. Kirk
------------------------------------
Randal J. Kirk
Date: February 14, 2000 CLINICAL CHEMISTRY HOLDINGS, INC.
By: /s/ Audrey Ho Ping Ting
-------------------------------
Audrey Ho Ping Ting
President and Chief Executive
Officer
Page 9 of 9 Pages
