<PAGE>
QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MedPlus, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
585 04P 103
(CUSIP Number)
Leo C. Farrenkopf, Jr.
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, NJ 07608
(201) 393-5143)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 19, 2000
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d- 1(f) or 240.13d-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 240.13d-7(b) for
other parties to who 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).
CUSIP No. - 585 04P 103
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QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
--------------------------------------------------------------------------------
1) Names of Reporting Persons IRS Identification Nos. of Above Persons
(entities only)
Quest Diagnostics Ventures LLC - (FEIN No. 22-3695707)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6) Citizenship or Place of Organization
Delaware, USA (as to each Reporting Person--(entities only))
Number of (7) Sole Voting Power
Shares 0
Beneficially
Owned by (8) Shared Voting Power
Each Reporting 383,693
Person With
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
2,111,012 shares (consists of 383,692
shares owned at time of this filing;
and 1,727,319 shares that Quest
Diagnostics Ventures has the right to
acquire)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,111,012 shares
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
13) Percent of Class Represented by Amount in Row (11)
25.6%
Type of Reporting Person (See Instructions)
14) OO
Quest Diagnostics Ventures LLC is a Delaware limited liability company
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QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Quest Diagnostics Incorporated - (FEIN No. 16-1387862)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /x/
3) SEC Use Only
4) Source of Funds (See Instructions)
WC
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6) Citizenship or Place of Organization
Delaware, USA (as to each Reporting Person--(entities only))
Number of 7) Sole Voting Power
Shares 0
Beneficially
Owned by 8) Shared Voting Power
Each Reporting 383,693
Person With
9) Sole Dispositive Power
0
10) Shared Dispositive Power
2,111,012 shares consists of 383,692 shares
owned at time of this filing; and 1,727,319
shares that Quest Diagnostics Ventures has the
right to acquire)
11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,111,012 shares
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
13) Percent of Class Represented by Amount in Row (11)
25.6%
Type of Reporting Person (See Instructions)
14) HC
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QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
--------------------------------------------------------------------------------
Item 1. Security and Issuer.
This Schedule 13D relates to common stock, no par value ("Common
Stock") of MedPlus, Inc., an Ohio corporation ("MedPlus"). The address of
MedPlus' principal executive office is 8805 Governor's Hill Drive, Suite 100,
Cincinnati, OH 45249.
Item 2. Identity and Background.
This statement is filed by Quest Diagnostics Ventures LLC, a Delaware
limited liability company ("QDV"), and by Quest Diagnostics Incorporated, a
Delaware corporation ("Quest Diagnostics") (collectively, the "Reporting
Persons"). QDV is a wholly owned subsidiary of Quest Diagnostics.
Quest Diagnostics, together with its subsidiaries, is the nation's leading
provider of diagnostic testing, information and services.
The address of the principal executive office of QDV and Quest Diagnostics
is One Malcolm Avenue, Teterboro, NJ 07608.
Set forth in Schedule I to this Schedule 13D ("Schedule I") are the names,
business address and present principal occupation or employment of each
executive officer and manager of QDV and each executive officer and director of
Quest Diagnostics. Each of such persons is a citizen of the United States.
During the last five years, neither the Reporting Persons nor,
to the best knowledge of the Reporting Persons, any of the persons
listed on Schedule I have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five years, neither the Reporting Persons nor, to the
best knowledge of the Reporting Persons, any of the persons listed on Schedule
I has been a party to any civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding 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.
The aggregate purchase price of the 383,693 shares of Common Stock
purchased by QDV on June 19, 2000 was $2,000,000. The funds were provided from
QDV's working capital previously contributed by Quest Diagnostics to QDV. QDV
has sufficient working capital available to purchase additional shares of Common
Stock as contemplated by Item 4.
Item 4. Purpose of Transaction.
On June 19, 2000, pursuant to a Stock Purchase Agreement (the "Stock
Purchase Agreement") between QDV and Richard Mahoney, the Chief Executive
Officer of MedPlus, QDV purchased 100,000 shares of Common Stock for $521,250
in cash. Also on June 19, 2000, pursuant to a Stock Subscription Agreement
(the "Subscription Agreement") between MedPlus and QDV, QDV purchased 283,693
shares of Common Stock directly from MedPlus for $1,478,750; MedPlus issued to
QDV a warrant described below (the "Warrant"); and QDV agreed to purchase an
additional 1,534,772 shares of Common Stock for $5.2125 per share (or
approximately $8 million), subject to certain conditions described below.
Under the Warrant, QDV has the right, subject to approval by the stockholders
of MedPlus as required by Section 1701.831 of the Ohio Revised Code of the
acquisition by QDV of more than 20% of MedPlus' outstanding capital stock, to
purchase 2,884,513 shares of Common Stock for $5.73 per share. The Warrant
expires on December 19, 2001, subject to earlier termination under certain
limited conditions. In the event that the stockholders of MedPlus do not
approve the acquisition by QDV of more than 20% of MedPlus' outstanding
capital stock, QDV can only purchase 192,547 shares of Common Stock pursuant
to the Warrant. The exercise price of, and the number of shares that can be
purchased under, the Warrant are also subject to certain anti-dilution
adjustments. The obligation of QDV to purchase the 1,534,772 shares is
subject to the conditions (which can be waived
PAGE 4
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QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
--------------------------------------------------------------------------------
by QDV) that (a) no material adverse change shall have occurred
with respect to MedPlus and (b) the stockholders of MedPlus shall have approved
the acquisition by QDV of more than 20% of the outstanding capital stock of
MedPlus pursuant to the Subscription Agreement and Warrant.
Under the Subscription Agreement, MedPlus agreed to use its best efforts
to elect a designee of QDV to the Board of Directors of MedPlus as long as QDV
owns at least 10% of the outstanding Common Stock. QDV has nominated Kenneth
Freeman, Chief Executive Officer of QDV and of Quest Diagnostics, as QDV's
nominee for director on MedPlus' Board of Directors.
Pursuant to the Subscription Agreement, for a five-year period ending on
June 19, 2005, QDV has agreed not to purchase any shares of Common Stock from
any person other than MedPlus without the prior written consent of MedPlus'
Board of Directors.
The purchases of Common Stock by QDV under the Stock Purchase Agreement,
the Subscription Agreement and the Warrant are for investment purposes and
are not (and will not be) registered under the Securities Act of 1933.
However, QDV has, together with certain existing stockholders of MedPlus,
registration rights under an Amended and Restated Registration Rights Agreement
that was executed by QDV and MedPlus on June 19, 2000. There are no
restrictions on transfer of the Common Stock owned by QDV other than
restrictions arising under applicable securities laws.
MedPlus has scheduled a meeting of its shareholders on July 25, 2000 to
seek approval of (a) the acquisition by QDV of more than 20% of the outstanding
capital stock, and (b) an amendment of MedPlus' certificate of incorporation
increasing MedPlus' authorized Common Stock from 15 million to 25 million
shares. Mr. Mahoney has agreed to vote all shares of Common Stock that he is
legally entitled to vote in favor of permitting QDV to acquire in excess of 20%
of the outstanding capital stock. Mr. Mahoney has also agreed to vote his shares
of Common Stock in favor of Quest Diagnostics' nominee for director of MedPlus
as long as QDV owns at least 10% of the outstanding Common Stock.
Also on June 19, 2000, Quest Diagnostics and MedPlus entered into a sales
and marketing agreement to jointly market MedPlus' ChartMaxx and E.Maxx patient
record systems. The ChartMaxx and E.Maxx systems support the creation and
management of an electronic patient record, by bringing together in one
patient-centric view information from various sources, including the physician's
records and laboratory and hospital data.
The foregoing is qualified in its entirety by reference to the Stock
Subscription Agreement, the Warrant, the Stock Purchase Agreement, and the
Amended and Restated Registration Rights Agreement, attached as Exhibits to this
Schedule 13D and incorporated herein in their entirety by reference.
Other than as described above, QDV has no other plans or proposals that
relate to, or may result in, any of the matters described in Items 4(a)-(j) of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As a result of the transaction described in Item 4, QDV beneficially owns
2,111,012 shares of Common Stock, of which it has purchased 383,693 shares and
has the right to purchase an additional 1,727,319 shares (including 192,547
shares on exercise of the Warrant) without approval of MedPlus' stockholders
This ownership interest represents approximately 25.6% of the 6,225,275
outstanding shares of Common Stock outstanding as of June 15, 2000, as reported
in MedPlus' quarterly report on Form 10-QSB for the quarter ended April 30,
2000, as adjusted to reflect the issuance of the shares of Common Stock
beneficially owned by QDV. This percentage assumes the purchase by QDV of only
192,547 shares of Common Stock pursuant to the Warrant and does not give effect
to the conversion of MedPlus' convertible preferred stock, which is convertible
on a share-for-share basis. The percentage interest is 19.9% after giving effect
to the conversion of MedPlus' convertible preferred stock. Assuming approval by
the stockholders of MedPlus of the acquisition by QDV of more than 20% of the
outstanding capital stock of MedPlus, QDV would beneficially own approximately
44% of the outstanding Common Stock assuming exercise of the Warrant and without
giving effect to the conversion of
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QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
--------------------------------------------------------------------------------
MedPlus' convertible preferred stock or the exercise of other outstanding
warrants and options to acquire Common Stock, or approximately 30% of the
outstanding Common Stock after giving effect to the conversion of MedPlus'
convertible preferred stock and the exercise of all outstanding warrants and
options to acquire Common Stock.
QDV does not have the right to vote the shares of Common Stock that it has
the right to acquire until it purchases such shares.
Except as disclosed herein, QDV has not effected any transaction in the
Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See Items 4 and 5 above.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Stock Subscription Agreement (incorporated by reference to
Exhibit 10.1 to MedPlus' Quarterly Report on Form 10-QSB for the quarter
ended April 30, 2000).
Exhibit 2: Warrant (incorporated by reference to Exhibit 10.2 to MedPlus'
Quarterly Report on Form 10-QSB for the quarter ended April 30, 2000).
Exhibit 3: Stock Purchase Agreement (incorporated by reference to Exhibit
10.3 to MedPlus' Quarterly Report on Form 10-QSB for the quarter ended
April 30, 2000).
Exhibit 4: Amended and Restated Registration Rights Agreement
(incorporated by reference to Exhibit 10.4 to MedPlus' Quarterly Report on
Form 10-QSB for the quarter ended April 30, 2000).
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we hereby certify that the information set forth in this Statement is
true, complete and correct.
Date: June 28, 2000
QUEST DIAGNOSTICS VENTURES LLC
By:______________________________________________
Name: Kenneth W. Freeman
Title: Chief Executive Officer
QUEST DIAGNOSTICS INCORPORATED
By:______________________________________________
Name: Kenneth W. Freeman
Title: Chairman and Chief Executive Officer
PAGE 6
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QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
--------------------------------------------------------------------------------
SCHEDULE I
A. Officers and Managers of Quest Diagnostics Ventures LLC (organized as a
limited liability company in the State of Delaware):
<TABLE>
<CAPTION>
Principal
Occupation or
Names Business Address Employment
--------------------------------------------------------------------------------
<S> <C> <C>
Kenneth W. Freeman One Malcolm Avenue Chief Executive Officer
Teterboro, NJ 07608
Dr. Vijay Aggarwal One Malcolm Avenue President
Teterboro, NJ 07608
Robert A. Hagemann One Malcolm Avenue Manager; Vice President
Teterboro, NJ 07608 and Treasurer
Kenneth R. Finnegan One Malcolm Avenue Vice President
Teterboro, NJ 07608
Dr. Surya N. Mohapatra One Malcolm Avenue Manager
Teterboro, NJ 07608
Stephen A. Calamari One Malcolm Avenue Assistant Treasurer
Teterboro, NJ 07608
Leo C. Farrenkopf, Jr. One Malcolm Avenue Secretary
Teterboro, NJ 07608
Jeanne C. Serocke One Malcolm Avenue Assistant Secretary
Teterboro, NJ 07608
</TABLE>
B. Directors and Executive Officers of Quest Diagnostics Incorporated
(incorporated in the State of Delaware):
<TABLE>
<CAPTION>
Principal
Occupation or
Names Business Address Employment
--------------------------------------------------------------------------------
<S> <C> <C>
Kenneth W. Freeman One Malcolm Avenue Chairman of the Board and
Teterboro, NJ 07608 Chief Executive Officer
Dr. Surya N. Mohapatra One Malcolm Avenue President and Chief
Teterboro, NJ 07608 Operating Officer
Dr. Vijay Aggarwal One Malcolm Avenue President,
Teterboro, NJ 07608 Quest Diagnostics Ventures
James D. Chambers One Malcolm Avenue President, Business Services
Teterboro, NJ 07608
Richard L. Bevan One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Human Resources Strategy
and Development
Kenneth R. Finnegan One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Business Development
Julie A. Clarkson One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Communications and Public
Affairs
</TABLE>
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QUEST DIAGNOSTICS INC - SC 13D - GENERAL STATEMENT
OF BENEFICIAL OWNERSHIP DATE FILED: 8/25/1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Robert A. Hagemann One Malcolm Avenue Corporate Vice President and
Teterboro, NJ 07608 Chief Financial Officer &
Treasurer
Gerald C. Marrone One Malcolm Avenue Corporate Vice President and
Teterboro, NJ 07608 Chief Information Officer
Michael E. Prevoznik One Malcolm Avenue Corporate Vice President -
Teterboro, NJ 07608 Legal and Compliance & General
Counsel
Kenneth D. Brody Winslow Partners Director
1300 Connecticut Ave N.W.
8th Floor
Washington, DC 20036
William F. Buehler Vice Chairman Director
Xerox Corporation
800 Long Ridge Road
PO Box 1600
Stamford, CT 06904
Van C. Campbell Retired
27 Bufflehead Drive Director
Kiawah Island, SC 29455
Mary A. Cirillo c/o Deutsche Bank Director
280 Park Avenue
West Building - 5th Floor
New York, NY 10017
William R. Grant Chairman Director
Galen Associates
610 Fifth Avenue
New York, NY 10020
Dan C. Stanzione President Emeritus of
Bell Laboratories Director
Lucent Technologies
Incorporated
600 Mountain Avenue
Murray Hill, NJ 07974
Gail R. Wilensky Senior Fellow Director
Project HOPE
Suite 600
7500 Old Georgetown Road
Bethesda, MD 20814-6133
John B. Ziegler President Director
Worldwide Consumer
Healthcare
SmithKline Beecham
200 North 16th Street
One Franklin Plaza
Philadelphia, PA 19102
</TABLE>
Citizenship: All are U.S. citizens.
PAGE 8
