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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONMED Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
20741010
(CUSIP Number)
Zimmer, Inc.
727 North Detroit Street
Warsaw, Indiana 46850-0708
(219) 267-6131
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 1, 1992
(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 Statement because of Rule
13d-1(b)(3) or (4), check the following box: o
Check the following box if a fee is being paid with this Statement: |X|
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, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
Page 2 of 15
SCHEDULE 13D
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CUSIP No. 20741010
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZIMMER, INC.
I.R.S. Employer Identification Number 13-2695416
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED o
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 7 SOLE VOTING POWER
SHARES 698,698
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
PERSON 698,698
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,698
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 20741010 Page 3 of 15
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates
is the common stock, par value $0.01 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 13051.
Item 2. Identity and Background.
This Statement is being filed by Zimmer, Inc., a Delaware
corporation (the "Company"), and a wholly-owned subsidiary of Bristol-Myers
Squibb Company, a Delaware corporation ("Bristol-Myers Squibb"). The Company
conducts its principal business and maintains its principal office at 727 North
Detroit Street, Warsaw, Indiana 46850-0708. The Company designs, develops,
manufactures and sells surgical instruments and accessories, orthopaedic
implants, hospital oriented medical devices and disposable patient care
supplies.
The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of each of the
Company and Bristol-Myers Squibb are set forth on Schedule A hereto which is
incorporated herein by reference.
During the past five years, neither the Company, Bristol-Myers
Squibb nor, to the best knowledge of the Company, any of their 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.
CUSIP No. 20741010 Page 4 of 15
Items 3. Source and Amount of Funds or Other Consideration.
The Company beneficially owns 698,698 shares of Common Stock
pursuant to a Warrant to Purchase Common Stock, dated as of August 31, 1989 (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 Aspen Laboratories, Inc., then a wholly-owned subsidiary of the
Company, in August 1989. The Warrant is exercisable by the Company at any time
or times on or after September 1, 1992 but not after August 31, 2000 at a
current purchase price of $4.2937 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 August 24, 1989, the Company and the Issuer entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which the
Issuer purchased from the Company all of the issued and outstanding shares of
capital stock of Aspen Laboratories, Inc. Pursuant to the terms of the Stock
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
698,698 shares of Common Stock at a price of $4.2937 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 are subject to
adjustment for stock splits, dividends, distributions and
CUSIP No. 20741010 Page 5 of 15
combinations. A further adjustment of the exercise price per share is provided
in the Warrant in the event of the granting of rights or options (other than
pursuant to the Issuer's 1983 Employee Stock Option Plan) or the issuance or
sale by the Issuer of shares of capital stock at a price lower than the market
price (as defined) or the exercise price. Except under limited circumstances,
any unexercised portion of the Warrant will expire on August 31, 2000.
In connection with the issuance of the Warrant, Bristol-Myers
Squibb and the Issuer entered into an Agreement, dated as of August 31, 1989
(the "Agreement"), pursuant to which Bristol-Myers Squibb agreed that, once
Bristol-Myers Squibb or any of its subsidiaries exercised the Warrant and owned
shares of Common Stock (the "Warrant Shares"), Bristol-Myers Squibb would be
present, or would cause its subsidiaries which own the Warrant Shares to be
present, at all stockholder meetings of the Issuer for the purpose of
determining the presence of a quorum at such meetings. Bristol-Myers Squibb also
therein agreed that in the event Bristol-Myers Squibb elects not to vote all
Warrant Shares on any matter put to a stockholder vote in accordance with the
recommendation of the Board of Directors of the Issuer, then Bristol-Myers
Squibb shall vote or cause to be voted all Warrant Shares in a manner
proportionate to the vote of all other stockholders of the Issuer with respect
to any matter put to a stockholder vote. The Agreement terminates upon the
earlier of August 31, 2003 and the date on which Bristol-Myers Squibb and its
subsidiaries no longer hold or own the Warrant or any Warrant Shares.
The Warrant and the Warrant Shares (when issued upon the
exercise of the Warrant) were acquired by the Company for investment purposes
only.
CUSIP No. 20741010 Page 6 of 15
Item 5. Interest in Securities of the Issuer.
To the best knowledge of the Company, the Issuer has
outstanding 11,095,786 shares of Common Stock. Under the terms of the Warrant,
the Company beneficially owns 698,698 shares of Common Stock representing
approximately 5.9% 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, Bristol-Myers Squibb, nor, to the best knowledge
of the Company, any of their 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 698,698
shares of Common Stock and (ii) the Company would have the sole power to dispose
or direct the disposition of 698,698 shares of Common Stock.
Except as set forth on Schedule B attached hereto which is
incorporated herein by reference, neither the Company, Bristol-Myers Squibb nor,
to the best knowledge of the Company, any of their respective executive officers
or directors has effected any transaction in shares of Common Stock during the
past sixty (60) days.
The Issuer is currently in the process of registering shares
of its Common Stock in connection with an underwritten public offering of such
Common Stock for cash proceeds payable to the Issuer (the "Offering"). Pursuant
to, and in accordance with the terms of, the Warrant, the Company has exercised
its registration rights with respect to all of the shares covered by the
Warrant, and intends to sell all such shares as part of the Offering.
CUSIP No. 20741010 Page 7 of 15
Upon completion of the Offering, the Company shall cease to be a beneficial
owner of securities of the Issuer.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
Except for the Warrant, each of the Company, Bristol-Myers
Squibb and, to the best knowledge of the Company, their 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 Purchase Agreement, dated as of August 24,
1989, between Zimmer, Inc. and CONMED Corporation for
all of the outstanding Common Stock of Aspen
Laboratories, Inc. (Incorporated by reference to
Exhibit 10.2 to CONMED Corporation's Registration
Statement on Form S-2 (File No. 33-40455).)
Exhibit 2. Warrant to Purchase Common Stock, dated August 31,
1989, issued by CONMED Corporation to Zimmer, Inc.
covering shares of Common Stock of CONMED
Corporation. (Incorporated by reference to Exhibit
4.6 to CONMED Corporation's Registration Statement on
Form S-2 (File No. 33-40455).)
CUSIP No. 20741010 Page 8 of 15
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.
Dated: February 6, 1996
ZIMMER, INC.
By:/s/ Timothy M. Wendt
---------------------
Timothy M. Wendt
Senior Vice President
CUSIP No. 20741010 Page 9 of 15
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, except for Joachim H. von Roy who is a citizen of
Germany. Each of the Company's executive officer's business address is 727 North
Detroit Street, Warsaw, Indiana 46580, and each of Bristol-Myers Squibb's
executive officer's business address is 345 Park Avenue, New York, New York
10154, in either case unless otherwise indicated.
Name and Business Address Present Principal Occupation
Directors of Zimmer, Inc.
Terence N. Furness President
Michael F. Mee Vice President, Zimmer; Chief Financial
Officer and Senior Vice President,
Bristol-Myers Squibb Company
David L. Zabor Senior Vice President and Assistant
Treasurer
Officers of Zimmer, Inc.
Terence N. Furness President
Roy D. Crowninshield Senior Vice President
David L. Zabor Senior Vice President and Assistant
Treasurer
Michael F. Mee Vice President
Stephen Chesnoff Vice President and Assistant Secretary
Jack D. Shinneman Vice President
Mark D. Speaker Vice President and Assistant Secretary
Timothy M. Wendt Vice President and Assistant Secretary
CUSIP No. 20741010 Page 10 of 15
Alice C. Brennan Secretary
Harrison M. Bains, Jr. Treasurer
Dominic Mezzapelle Assistant Secretary
Directors of Bristol-Myers Squibb
Company
Charles A. Heimbold, Jr. Chairman of the Board, President and Chief
Bristol-Myers Squibb Company Executive Officer
345 Park Avenue
New York, New York 10154
Robert E. Allen Chairman and Chief Executive Officer of
AT&T Corp. AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Michael E. Autera Executive Vice President
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Ellen V. Futter President of The American Museum of
The American Museum of Natural Natural History
History
Central Park West at 79th Street
New York, NY 10024
Louis V. Gerstner, Jr. Chairman of the Board and Chief Executive
IBM Corporation Officer of IBM Corporation
Old Orchard Road
Armonk, NY 10504
John D. Macomber President 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
CUSIP No. 20741010 Page 11 of 15
Andrew C. Sigler Chairman and Chief Executive Officer of
Champion International Corporation Champion International Corporation
One Champion Plaza
Stamford, CT 06921
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 and President,
Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical Group
345 Park Avenue
New York, NY 10154
Officers of Bristol-Myers Squibb Company
Charles A. Heimbold, Jr. Chairman of the Board, Director, President
and Chief Executive Officer
Michael E. Autera Executive Vice President and Director
Harrison M. Bains, Jr. Treasurer and Vice President, Corporate
Staff
Samuel L. Barker, Ph.D. President, Bristol-Myers Squibb U.S.
Pharmaceuticals
Stephen E. Bear President, Worldwide Consumer Medicines
Andrew G. Bodnar, M.D. Vice President, Medical and Legal Affairs,
Corporate Staff
Alice C. Brennan Corporate Secretary and Vice President,
Corporate Staff
Jack M. Cooper Vice President, Information Management,
Corporate Staff
Peter R. Dolan President, Mead Johnson Nutritional Group
Richard A. Druckman Vice President, Strategic Planning,
Corporate Staff
Terence N. Furness President, Zimmer, Inc.
John D. Glover Vice President, Corporate Security,
Corporate Staff
CUSIP No. 20741010 Page 12 of 15
Samuel A. Hamad President, Bristol-Myers Squibb
Pharmaceuticals - Intercontinental
Donald J. Hayden, Jr. Senior Vice President, Worldwide Franchise
Management and Business Development
Thomas M. Hellman, Ph.D. Vice President, Environmental Affairs,
Occupational Health and Safety, Corporate
Staff
E. Lynn Johnson Senior Vice President, Corporate Staff
George P. Kooluris Senior Vice President, Corporate
Development, Corporate Staff
Margaret E. Maruschak Vice President, Issues Management,
Corporate Staff
John L. McGoldrick General Counsel and Senior Vice President,
Corporate Staff
Michael F. Mee Chief Financial Officer and Senior Vice
President, Corporate Staff
Leon E. Rosenberg, M.D. President, Bristol-Myers Squibb
Pharmaceutical Research Institute
Stephen I. Sadove President, Worldwide Clairol
Frederick S. Schiff Controller and Vice President, Corporate
Staff
Eileen S. Silvers Vice President, Taxes, Corporate Staff
John L. Skule Vice President, Public Affairs, Corporate
Staff
Joseph G. Solari, Jr. President, ConvaTec and President, Bristol-
Myers Squibb Medical Products Group
Charles G. Tharp, Ph.D. Senior Vice President, Human Resources,
Corporate Staff
Richard L. Thompson Vice President, Government Affairs,
Corporate Staff
Joachim H. von Roy President, Bristol-Myers Squibb
Pharmaceuticals - Europe
CUSIP No. 20741010 Page 13 of 15
Kenneth E. Weg Executive Vice President and Director,
President, Bristol-Myers Squibb
Pharmaceutical Group
CUSIP No. 20741010 Page 14 of 15
SCHEDULE B
Shares of Common Stock Owned
None.
Transactions in Shares of Common Stock
during the Last 60 Days
None.
CUSIP No. 20741010 Page 15 of 15
EXHIBIT INDEX
Exhibit
Number Document
1 Stock Purchase Agreement, dated as of August 24,
1989, between Zimmer, Inc. and CONMED Corporation for
all of the outstanding Common Stock of Aspen
Laboratories, Inc. (Incorporated by reference to
Exhibit 10.2 to CONMED Corporation's Registration
Statement on Form S-2 (File No. 33-40455).)
2 Warrant to Purchase Common Stock, dated August 31,
1989, issued by CONMED Corporation to Zimmer, Inc.
covering shares of Common Stock of CONMED
Corporation. (Incorporated by reference to Exhibit
4.6 to CONMED Corporation's Registration Statement on
Form S-2 (File No. 33-40455).)