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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONMED Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
20741010
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(CUSIP Number)
John L. McGoldrick, Esq. Alice C. Brennan, Esq.
Senior Vice President, Law and Vice President and Secretary
Strategic Planning and General Counsel Bristol-Myers Squibb Company
Bristol-Myers Squibb Company 345 Park Avenue
345 Park Avenue New York, NY 10154
New York, NY 10154 (212) 546-4000
(212) 546-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1997
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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.
*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 purposes 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. 20741010
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(1) Name of Reporting Person. I.R.S. Identification No. of Above Person
Bristol-Myers Squibb Company
22-079-0350
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(2) Check the Appropriate Box if a Member (a)
of a Group (See Instructions) (b)
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(3) (SEC Use Only)
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(4) Source of Funds (See Instructions)
OO
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(5) Check 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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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,000,000
by Each Reporting ---------------------------------------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power
1,000,000
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 6.7%
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(14) Type of Reporting Person (See Instructions)
HC, CO
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Item 1. Security and Issuer.
The class of equity securities to which this Statement relates
is the common stock, par value $.01 per share (the "Common Stock"), of
CONMED Corporation, a New York corporation (the "Issuer"), which has its
principal executive offices at 310 Broad Street, Utica, New York 13501.
Item 2. Identity and Background.
This Statement is being filed by Bristol-Myers Squibb Company,
a Delaware corporation (the "Company"). The Company conducts its
principal business and maintains its principal office at 345 Park
Avenue, New York, NY 10154. The Company, through its divisions and
subsidiaries, is a major producer and distributor of pharmaceutical
products, medical devices, nonprescription health products, toiletries
and beauty aides.
The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of the
Company are set forth on Schedule A hereto which is incorporated herein
by reference.
During the past five years, neither the Company nor, to the
best knowledge of the Company, any of its respective executive officers
or directors (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a
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.
Items 3. Source and Amount of Funds or Other Consideration.
The Company beneficially owns 1,000,000 shares of Common Stock
pursuant to a Warrant to Purchase Common Stock, dated as of December 31,
1997 (the "Warrant"), issued by the Issuer to the Company as a portion
of the purchase price paid by the Issuer to the Company in connection
with the Issuer's acquisition of
Linvatec Corporation, then a wholly owned subsidiary of the
Company, and certain related assets on December 31, 1997. The Warrant is
exercisable by the Company at any time or times on or after December 31,
1997, but not after 5:00 p.m., New York City time, December 31, 2007 (or
such later date as provided in the Warrant) at a current purchase price
of $34.23 per share in cash. The number of shares of Common Stock
covered by the Warrant and the purchase price per share of Common Stock
are each subject to adjustment from time to time pursuant to and in
accordance with the terms of the Warrant.
Item 4. Purpose of Transaction.
On November 26, 1997, the Company and the Issuer entered into
a Stock and Asset Purchase Agreement, as amended December 31, 1997 (as
so amended, the "Stock and Asset Purchase Agreement"), pursuant to which
the Issuer purchased from the Company all of the issued and outstanding
shares of capital stock of Linvatec Corporation and certain related
assets. Pursuant to the terms of the Stock and Asset Purchase Agreement,
the purchase price paid by the Issuer to the Company consisted of both
cash consideration and the Warrant.
The Warrant is currently exercisable in whole or in part for
1,000,000 shares of Common Stock at a price of $34.23 per share. Certain
registration rights are afforded the Company under the terms of the
Warrant. The number of shares of Common Stock and the exercise price per
share of Common Stock are subject to adjustment for certain: (i)
dividends, (ii) subdivisions and combinations of shares of Common Stock,
(iii) reclassifications, (iv) distributions to all holders of the
Issuer's Common Stock of assets, debt securities or capital stock or any
rights, options or warrants to purchase assets, debt securities or
capital stock of the Issuer (including distributions of cash, but
excluding (a) distributions of rights, options or warrants referred to
in clause (v) below, (b) the issuance of any rights issued under a
stockholders rights plan adopted by the Issuer's board of directors and
(c) certain other exclusions), (v) distributions or issuances of rights,
options or warrants to all holders of the Issuer's Common Stock (other
than the issuance of rights issued under a stockholders rights plan
adopted by the Issuer's board of directors) entitling them to purchase
shares of Common Stock at a price per share less than the Current Market
Value (as defined in the Warrant) per share as of the record date of
such issuance and (vi) consolidations, mergers or reorganizations.
Except under certain limited circumstances, any unexercised portion of
the Warrant will expire on December 31, 2007.
The Warrant and the underlying shares of Common Stock (when
issued upon the exercise of the Warrant) were acquired by the Company
for investment purposes only.
Item 5. Interest in Securities of the Issuer.
To the best knowledge of the Company, the Issuer has
outstanding 15,003,203 shares of Common Stock. Under the terms of the
Warrant, the Company beneficially owns 1,000,000 shares of Common Stock
representing approximately 6.7% of the outstanding shares of Common
Stock of the Issuer after giving effect to exercise of the Warrant in
full. Except as set forth in this Item 5 and on Schedule B attached
hereto, which is incorporated herein by reference, neither the Company
nor, to the best knowledge of the Company, any of its respective
executive officers or directors owns any shares of Common Stock.
If the Company were to exercise the Warrant in full (i) the
Company would have the sole power to vote or to direct the vote of
1,000,000 shares of Common Stock and (ii) the Company would have the
sole power to dispose or direct the disposition of 1,000,000 shares of
Common Stock.
Except as set forth on Schedule B attached hereto which is
incorporated herein by reference, neither the Company nor, to the best
knowledge of the Company, any of its respective executive officers or
directors has effected any transaction in shares of Common Stock during
the past sixty (60) days.
Item 6. Contracts, Arrangements, Understanding or Relationships With
Respect to Securities of the Issuer.
Except for the Warrant, each of the Company and, to the best
knowledge of the Company, its respective executive officers and
directors is not a party to any contracts, arrangements, understandings
or relationships (legal or otherwise) with any person with respect to
any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1.
Stock and Asset Purchase Agreement, dated as of November 26, 1997,
between Bristol-Myers Squibb Company and CONMED Corporation for the
sale of all of the outstanding Common Stock of Linvatec Corporation and
certain related assets.
Exhibit 2.
Amendment, dated as of December 31, 1997, between Bristol-Myers Squibb
Company and CONMED Corporation, to the Stock and Asset Purchase Agreement,
dated as of November 26, 19977, between Bristol-Myers Squibb Company and
CONMED Corporation.
Exhibit 3.
Warrant to Purchase Common Stock, dated December 31, 1997, issued by
CONMED Corporation to Bristol-Myers Squibb Company covering shares of
Common Stock of CONMED Corporation.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: January 9, 1998
BRISTOL-MYERS SQUIBB COMPANY,
BY: /s/ Alice C. Brennan
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Name: Alice C. Brennan
Title: Vice President and Secretary
SCHEDULE A
The following information sets forth the name, citizenship,
business address and present principal occupation of each of the
directors and executive officers of the Company and Bristol-Myers
Squibb. Each of the directors and executive officers of the Company and
Bristol-Myers Squibb is a citizen of the United States. Each of the
Company's executive officer's business address is 345 Park Avenue, New
York, New York 10154.
Directors of Bristol-Myers Squibb Company
Name and Business Address Present Principal Occupation or Employment
Charles A. Heimbold, Jr. Chairman of the Board and Chief Executive
Bristol-Myers Squibb Company Officer of Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Robert E. Allen Retired Chairman and Chief Executive
AT&T Corp. Officer of AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Vance D. Coffman Chief Executive Officer and Vice Chairman
Lockheed Martin Corporation of Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817
Ellen V. Futter President of American Museum
The American Museum of Natural History
of Natural History
Central Park West at 79th Street
New York, NY 10024
Louis V. Gerstner, Jr. Chairman and Chief Executive Officer of IBM
IBM Corporation Corporation
New Orchard Road
Armonk, NY 10504
Name and Business Address Present Principal Occupation or Employment
Laurie H. Glimcher, M.D. Irene Heinz Given Professor of Immunology
Harvard School of Public Health at the Harvard School of Public Health and
651 Huntington Avenue Professor of Medicine at the Harvard
Boston, Massachussetts 02115 Medical School
John D. Macomber Principal of JDM Investment Group
JDM Investment Group
2806 N Street, N.W.
Washington, DC 20007
James D. Robinson III President of J.D. Robinson Inc.
J.D. Robinson Inc.
126 East 56th Street
New York, NY 10022
Andrew C. Sigler Retired Chairman and Chief Executive
1046 Beaver Meadow Road Officer of Champion International
Norwich, VT 05055 Corporation
Louis W. Sullivan, M.D. President of Morehouse School of Medicine
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, GA 30310-1495
Kenneth E. Weg Executive Vice President of Bristol-Myers
Bristol-Myers Squibb Company Squibb Company and President of Worldwide
345 Park Avenue Medicines Group
New York, NY 10154
Executive Officers of Bristol-Myers Squibb Company
Name Present Principal Occupation or Employment
Charles A. Heimbold, Jr. Chairman of the Board, Chief Executive
Officer and Director
Hamed M. Abdou President, Technical Operations,
Worldwide Pharmaceutical Group
Sam L. Barker Executive Vice President, Franchise
Management and Strategy, Pharmaceutical
Group
Harrison M. Bains, Jr. Treasurer and Vice President, Corporate
Staff
Alice C. Brennan Secretary and Vice President, Corporate
Staff
Peter R. Dolan President, Pharmaceutical Group, Europe
Donald J. Hayden, Jr. President, Intercontinental Division,
Worldwide Medicines Group
George P. Kooluris Senior Vice President, Corporate
Development, Corporate Staff
Richard J. Lane President, U.S. Pharmaceuticals
John L. McGoldrick Senior Vice President, Law and Strategic
Planning, Corporate Staff, and General
Counsel
Michael F. Mee Chief Financial Officer and Senior Vice
President, Corporate Staff
Christine A. Poon President, Medical Devices Group
Peter S. Ringrose President, Bristol-Myers Squibb
Pharmaceutical Research Institute
Stephen I. Sadove President, Worldwide Beauty Care &
Nutritionals Group
Frederick S. Schiff Controller and Vice President, Financial
Operations, Corporate Staff
John L. Skule Vice President, Public Affairs,
Corporate Staff
Charles G. Tharp Senior Vice President, Human Resources,
Corporate Staff
Kenneth E. Weg Executive Vice President, President,
Worldwide Medicines Group and Director
SCHEDULE B
Shares of Common Stock Owned: None.
Transactions in Shares of Common Stock during the Last 60 Days: None.
EXHIBIT INDEX
Exhibit
Number Document
1 Stock and Asset Purchase Agreement, dated as
of November 26, 1997, between Bristol-Myers
Squibb Company and CONMED Corporation for the
sale of all of the outstanding Common Stock
of Linvatec Corporation and certain related
assets. (Incorporated by reference to Exhibit
2.1(a) to CONMED Corporation's Form 8-K dated
January 8, 1998 (File No. 0-16093).)
2 Amendment, dated as of December 31, 1997,
between Bristol-Myers Squibb Company and
CONMED Corporation, to the Stock and Asset
Purchase Agreement, dated as of November
26, 1997, between Bristol-Myers Squibb
Company and CONMED Corporation.
(Incorporated by reference to Exhibit
2.1(b) to CONMED Corporation's Form 8-K
dated January 8, 1998 (File No. 0-16093).)
3 Warrant to Purchase Common Stock, dated
December 31, 1997, issued by CONMED
Corporation to Bristol-Myers Squibb Company
covering shares of Common Stock of
CONMED Corporation. (Incorporated by
reference to Exhibit 4.1 to CONMED
Corporation's Form 8-K dated January 8, 1998
(File No. 0-16093).)