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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
Meridian Medical Technologies, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
589658103
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(CUSIP Number)
Robert G. Foster 4 Milk Street Portland ME 04101 (207) 780-0904
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 20, 1996
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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(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).
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SCHEDULE 13D
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CUSIP NO. 589658103 PAGE____OF____PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Commonwealth BioVentures V Limited Partnership
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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 SOURCE OF FUNDS*
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
Delaware
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7 SOLE VOTING POWER
NUMBER OF 339,568
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 339,568
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,568
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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)
11.6%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
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Schedule 13D Commonwealth Bioventures V Limited Partnership
ITEM 1. SECURITY AND ISSUER. The class of securities to which this Schedule
relates is Common Stock, $.10 par value of Meridian Medical Technologies, Inc.
(f/k/a Survival Technology, Inc.), a Delaware corporation (the "Issuer"). The
address of the principal executive office of the Issuer is:
Meridian Medical Technologies, Inc.
10240 Old Columbia Road
Columbia, MD 21048
ITEM 2. IDENTITY AND BACKGROUND.
The reporting person's name is Commonwealth BioVentures V Limited
Partnership, a Delaware limited partnership, with a principal business and
office address of 4 Milk Street, Portland, ME 04101. The reporting person's
principal business is that of a venture capital fund.
During the last five years, the reporting person has not been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors). During the last five years, the reporting person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been 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 reporting person acquired beneficial ownership of more than five
percent of the Common Stock of the Issuer as a result of the Merger (defined in
Item 4 below) in exchange for its securities of Brunswick Biomedical
Corporation, a Massachusetts corporation ("BBC").
ITEM 4. PURPOSE OF TRANSACTION.
On November 20, 1996, pursuant to an Agreement and Plan of Merger dated
as of September 11, 1996, BBC merged with and into Survival Technology, Inc.
("STI"), with STI as the surviving corporation (the "Merger"). Immediately
following the Merger, STI changed its name to "Meridian Medical Technologies,
Inc."
In accordance with the terms of the Merger, each share of BBC common
stock was exchanged for 2.1 shares of Common Stock of the Issuer, and each share
of BBC
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preferred stock was exchanged for 2.1 shares of Common Stock of the Issuer and a
warrant to purchase 0.4 shares of Common Stock of the Issuer (the "Merger
Warrant"). The Merger Warrants have an exercise price of $11.00 per share of
Common Stock and are exercisable for five years following the closing of the
Merger. In connection with the Merger, the Issuer also assumed the obligations
of BBC under outstanding stock options and warrants. Each of the former BBC
security holders has certain rights to registration with respect to the Common
Stock under the Securities Act of 1933, as amended.
The reporting person holds the securities of the Issuer for investment purposes.
The reporting person may continue to acquire, for investment purposes, or
dispose of securities of the Issuer directly owned by it or beneficially owned
by it in the ordinary course of the reporting person's business.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of securities of the Issuer which the reporting person
may be deemed to beneficially own is 339,568. Of those, 129,915 represent
securities which the reporting person has a right to acquire within 60 days.
This aggregate represents approximately 11.6% of the Issuer's outstanding class
of such securities.
(b) The reporting person has the sole power to vote and the sole power
to dispose of 339,568 shares of the Issuer's securities.
(c) Other than the acquisitions resulting from the Merger described in
Item 4, the reporting person has not effected any transactions in the securities
of the Issuer in the last sixty days.
(d) No other persons are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
among the reporting person and any other person with respect to the securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None.
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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.
COMMONWEALTH BIOVENTURES
V LIMITED PARTNERSHIP
BY: BioVenture Partners Limited
Partnership, its general partner
BY: Commonwealth BioVentures,
Inc., its general partner
BY:
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Date Robert G. Foster, President
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