SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Meridian Medical Technologies, Inc.
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(Name of Issuer)
Common Stock
COMMON STOCK, $.10 par value
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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
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(Name, Address, Telephone Number of Persons Authorized to Receive Notices and
Communications)
December 8, 1999
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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 [ ].
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.
Page 1 of Pages
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CUSIP No. 13D Page of Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Robert G. Foster
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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 United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 48,541
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8 SHARED VOTING POWER
432,515
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9 SOLE DISPOSITIVE POWER
48,541
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10 SHARED DISPOSITIVE POWER
432,515
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,056
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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)
16.06%
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14 TYPE OF REPORTING PERSON*
IN* Beneficial ownership of all but
74,609 shares expressly disclaimed.
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Schedule 13D Robert G. Foster
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.,
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, Maryland 21046
ITEM 2. IDENTITY AND BACKGROUND.
(a) The reporting person's name is Robert G. Foster.
(b) The reporting person's business address is 4 Milk Street, Portland, ME
04101.
(c) The reporting person's principal occupation is President of Commonwealth
BioVentures, Inc. ("CBI"), a Massachusetts corporation and general partner of
BioVenture Partners Limited Partnership ("BPLP"), a Delaware limited partnership
that is the general partner and manager of two Delaware limited partnerships,
Commonwealth BioVentures IV Limited Partnership ("Fund IV"), and Commonwealth
BioVentures V Limited Partnership ("Fund V"), which are venture capital limited
partnerships. The address for the above listed entities is:
4 Milk Street
Portland, ME 04101
(d) During the last five years, the reporting person has not been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) 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 has 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.
(f) The reporting person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This item is not
applicable to the reporting person.
ITEM 4. PURPOSE OF TRANSACTION. This item is not applicable to the reporting
person.
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 481,056. Of those, 203,471 represent securities
which the reporting person may be deemed to have the right to acquire within 60
days. This aggregate represents approximately 16.06% of the Issuer's outstanding
class of such securities. The reporting person expressly disclaims beneficial
ownership of all securities reported in this Schedule except for 74,609 shares.
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(b) The reporting person has the sole power to vote and the sole power to
dispose of 48,541 shares of the Issuer's securities. By virtue of his position
as President of CBI, who in turn is the general partner of BPLP, who in turn is
the general partner of Fund IV and V, the reporting person may be deemed to
share the power to vote and share the power to dispose of the following common
stock of the Issuer with the entities so indicated: (i) 86,882 shares with CBI,
BPLP and Fund IV and (ii) 319,565 shares with CBI, BPLP and Fund V. In addition,
the reporting person may be deemed to share the power to vote and the power to
dispose of (iii) 21,068 shares (13,448 of which may be acquired within sixty
days) of the Issurer's Common Stock with his wife, as joint owners and (iv)
5,000 shares (800 of which may be acquired within sixty days) with the
Commonwealth BioVentures, Inc. Profit Sharing Plan and Trust held for the
benefit of the reporting person. Thus, the aggregate number of shares of the
Issuer's Common Stock which the reporting person may be deemed to share voting
and dispositive power is 432,515 shares. However, the reporting person expressly
disclaims beneficial ownership of all but 74,609 shares of the Issuer's Common
Stock.
The business address of CBI, BPLP, and Fund IV and V is 4 Milk
Street, Portland, ME 04101. Fund IV and V are venture capital funds; BPLP is the
general partner of Fund IV and V; and CBI is the general partner of CBI. Within
the last five years, neither CBI, BPLP, Fund IV or V have been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
have been a party to a civil proceeding of a judicial administrative body of
competent jurisdiction and as a result of such proceeding have been or are
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.
(c) Fund IV sold 33,500 shares of the Issuer's Common Stock in a public sale
between November 15, 1999 and December 8, 1999. Specifically, Fund IV sold 6,000
shares on November 15, 1999 at $5.8125 per share; 5,000 shares on November 16,
1999 at $5.78125 per share; 7,500 shares on November 17, 1999 at $5.75 per
share; 3,500 shares on November 18, 1999 at $5.75 per share; 1,000 shares on
November 22, 1999 at $5.75 per share; 1,400 shares on November 30, 1999 at $5.75
per share, and 9,100 shares on December 8, 1999 at $5.6245 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER. This item is not applicable to the reporting person.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. This item is not applicable to the
reporting person.
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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.
12/15/99 /s/Robert G. Foster
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Date Robert G. Foster
