MERIDIAN MEDICAL TECHNOLOGIES INC
SC 13D, 1999-05-17
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
Previous: MERIDIAN MEDICAL TECHNOLOGIES INC, SC 13D, 1999-05-17
Next: MERIDIAN MEDICAL TECHNOLOGIES INC, SC 13D, 1999-05-17



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)


                       Meridian Medical Technologies, Inc.
- --------------------------------------------------------------------------------

                                (Name of Issuer)
                                  Common Stock


                          COMMON STOCK, $.010 par value
- --------------------------------------------------------------------------------

                         (Title of Class of Securities)

                                   589658103
- --------------------------------------------------------------------------------

                                 (CUSIP Number)


              Robert G. Foster, 4 Milk Street, Portland, ME 04101
- --------------------------------------------------------------------------------
(Name, Address, Telephone  Number of Persons Authorized  to  Receive Notices and
Communications)

                                  April 5, 1999
- --------------------------------------------------------------------------------
             (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
<PAGE>
     1        NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
              Commonwealth Bioventures, Inc.

- --------------------------------------------------------------------------------
     2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a) [ ]
                                                                       (b) [X]

- --------------------------------------------------------------------------------
     3        SEC USE ONLY

- --------------------------------------------------------------------------------
     4        SOURCE OF FUNDS*


- --------------------------------------------------------------------------------
     5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS              [ ]
              REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


- --------------------------------------------------------------------------------
     6        CITIZENSHIP OR PLACE OF ORGANIZATION                 Massachusetts

- --------------------------------------------------------------------------------
      NUMBER OF SHARES                   7          SOLE VOTING POWER
 BENEFICIALLY OWNED BY EACH
   REPORTING PERSON WITH                                 0
                                ------------------------------------------------
                                         8          SHARED VOTING POWER

                                                         439,947
                                ------------------------------------------------
                                         9          SOLE DISPOSITIVE POWER

                                                         0
                                ------------------------------------------------
                                        10          SHARED DISPOSITIVE POWER

                                                         439,947
- --------------------------------------------------------------------------------
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               439,947*
- --------------------------------------------------------------------------------
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES*                                                     [ ]

- --------------------------------------------------------------------------------
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

               14.69%
- --------------------------------------------------------------------------------
     14        TYPE OF REPORTING PERSON*

               PN* Beneficial ownership expressly disclaimed.
- --------------------------------------------------------------------------------
<PAGE>

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.

         The  reporting  person's  name is  Commonwealth  BioVentures,  Inc.,  a
Massachusetts corporation with a principal business and office address of 4 Milk
Street, Portland, ME 04101. The reporting person's principal business is that of
the general partner of BioVenture Partners Limited Partnership  ("BPLP"),  which
is the manager of two venture capital funds, Commonwealth BioVentures IV Limited
Partnership  ("Fund  IV") and  Commonwealth  BioVentures  V Limited  Partnership
("Fund V").

         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  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.

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 439,947. Of those, 162,756 represent securities
which the reporting  person may be deemed to have the right to acquire within 60
days. This aggregate represents approximately 14.69% of the Issuer's outstanding
class of such securities.  The reporting person expressly  disclaims  beneficial
ownership of all securities reported in this Schedule.

     (b)  The reporting person does not have the sole power to vote and the sole
power to dispose of any of the shares of the Issuer's  securities.  By virtue of
its position as general  partner of BPLP, 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 BPLP and the entities so indicated:  (i) 
<PAGE>
120,382 shares with Fund IV and (ii) 319,565 with Fund V. However, the reporting
person expressly  disclaims  beneficial  ownership of these shares. The business
address of BPLP, Fund IV and V is 4 Milk Street, Portland, ME 04101. Fund IV and
V are venture  capital  funds and BPLP is the general  partner of Fund IV and V.
Within the last five years,  neither 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 20,000  shares of the  Issuer's  Common Stock in a public
sale between  April 5, 1999 and April 19, 1999.  Specifically,  Fund IV sold 100
shares  on April 5, 1999 at $5.25 per  share;  3,700  shares on April 6, 1999 at
$5.00 per share;  3,000 shares on April 9, 1999 at $4.50 per share; 8,200 shares
on April 15, 1999 at $4.0076 per share;  2,000 shares on April 16, 1999 at $4.00
per share; and 3,000 shares on April 19, 1999 at $4.00 per share.

          Fund V sold 20,000  shares of the  Issuer's  Common  Stock in a public
sale between April 12, 1999 and April 19, 1999. Specifically,  Fund V sold 3,300
shares on April 12, 1999 at $4.125 per share; 10,000 shares on April 14, 1999 at
$4.00 per share; and 6,700 shares on April 19, 1999 at $4.00 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.

<PAGE>
                                   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, INC.

        5/14/99                              By:   /s/ Robert G. Foster
 ---------------------                          -------------------------
         Date                                        Robert G. Foster, President



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission