Amended Statement of Beneficial Ownership (sc 13d/a)
January 21 2016 - 4:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Liberator
Medical Holdings, Inc.
(Name of Issuer)
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Common Stock, $0.001 par value |
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53012L108 |
(Title of class of securities) |
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(CUSIP number) |
Samrat S. Khichi, Esq.
Senior Vice President, General Counsel and Secretary
C. R. Bard, Inc.
730
Central Avenue
Murray Hill, New Jersey 07974
Telephone: (908) 277-8000
(Name, address and telephone number of person authorized to receive notices and communications)
With a copy to:
Michael
E. Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New
York, New York 10153
Telephone: (212) 310-8000
January 21, 2016
(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(e), 13d-1(f) or 13d-1(g), check the following box.
¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons 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 (the 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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CUSIP No. 771497104 |
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SCHEDULE 13D |
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Page 2 |
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1 |
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NAMES OF
REPORTING PERSONS C. R. Bard, Inc. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ¨ (b) ¨ |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
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CITIZENSHIP OR PLACE OF
ORGANIZATION New
Jersey |
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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7 |
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SOLE VOTING POWER
See Item 4 |
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8 |
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SHARED VOTING POWER
0 |
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9 |
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SOLE DISPOSITIVE POWER
See Item 4 |
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10 |
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SHARED DISPOSITIVE POWER
0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 4 |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 100% (See Item 4) |
14 |
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TYPE OF REPORTING
PERSON CO |
2
This Amendment No. 1 amends the Schedule 13D filed on November 24, 2015 (the
Schedule 13D). The irrevocable proxy granted to C. R. Bard, Inc. (the Reporting Person) for 20,480,867 shares of common stock, par value 0.001 (the Common Stock), of Liberator Medical
Holdings, Inc., a Nevada corporation (the Issuer), has been terminated in accordance with its terms. Accordingly, this Amendment No. 1 is the Reporting Persons final amendment to Schedule 13D and is an exit filing.
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is
hereby amended and supplemented by the following:
The total consideration paid by the Reporting Person in connection with the merger
described in Item 4 below was approximately $181 million, all of which was provided from the Reporting Persons cash on hand and short term borrowings.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby supplemented by
adding the following:
On January 21, 2016 (the Effective Date), the parties to the Agreement and Plan of Merger,
dated as of November 19, 2015, by and among the Reporting Person, Freedom MergerSub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Reporting Person (Merger Sub), and the Issuer (the Merger
Agreement) consummated the merger and the other transactions contemplated by the Merger Agreement. As a result, pursuant to the terms of the Voting and Support Agreement, dated as of November 19, 2015, by and among the Reporting
Person, the Issuer, Mark A. Libratore and Robert Davis, the proxy granted to the Reporting Person was terminated on the Effective Date. As a result of the effectiveness of the merger and the transactions contemplated by the Merger Agreement, the
Issuer is now a wholly owned subsidiary of the Reporting Person. There is no public market for the Common Stock, price quotations with respect to sales of the Common Stock in the public market are no longer available, registration of the
Issuers Common Stock under the federal securities laws will be terminated, and the Issuer is no longer required to file periodic reports with the United States Securities and Exchange Commission.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended
and restated in its entirety by the following:
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(a) and (b) |
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The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Schedule 13D are incorporated herein by reference. The information contained in Item 4 above is incorporated herein by
reference. |
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(c) |
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Neither the Reporting Person nor, to the knowledge of the Reporting Person, any person set forth on Schedule A attached hereto, has acquired or disposed of any shares of Common Stock in the past 60 days. |
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(d) |
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Not applicable. |
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(e) |
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January 21, 2016 |
3
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set
forth on this statement is true, complete and correct.
Dated: January 21, 2016
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C. R. BARD, INC. |
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By: |
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/s/ Richard C. Rosenzweig |
Name: |
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Richard C. Rosenzweig |
Title: |
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Vice President, Law and Assistant Secretary |
4
SCHEDULE A
Name, business address and present principal occupation or
employment of the directors and executive officers of
C. R. BARD, INC.
DIRECTORS
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Name |
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Business Address |
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Present Principal Occupation or Employment and
Name and Principal Address of Corporation for which
Employment is Conducted |
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Timothy M. Ring |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Chairman and Chief Executive Officer C. R.
Bard, Inc. 730 Central Avenue Murray Hill, New Jersey
07974 |
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David M. Barrett |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Emeritus President and Chief Executive Officer
Lahey Clinic c/o C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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Marc C. Breslawsky |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Retired Chairman and Chief Executive Officer
Imagistics International, Inc. c/o C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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Robert M. Davis |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Executive Vice President and Chief Financial Officer,
Merck & Co., Inc. c/o C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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Herbert L. Henkel |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Retired Chairman and Chief Executive Officer
Ingersoll-Rand Company c/o C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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John C. Kelly |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Retired Vice President and Controller Wyeth
c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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David F. Melcher |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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President and Chief Executive Officer of Aerospace
Industries Association c/o C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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Gail K. Naughton, Ph.D. |
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Histogen, Inc. 10655 Sorrento Valley Road
San Diego, California 92121 |
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CEO and Chairman of the Board Histogen,
Inc. 10655 Sorrento Valley Road San Diego, California
92121 |
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Name |
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Business Address |
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Present Principal Occupation or Employment and
Name and Principal Address of Corporation for which
Employment is Conducted |
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Tommy G. Thompson |
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c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974 |
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Former Secretary U.S. Department of Health
and Human Services c/o C. R. Bard, Inc. 730 Central
Avenue Murray Hill, New Jersey 07974 |
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John H. Weiland |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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President and Chief Operating Officer C. R.
Bard, Inc. 730 Central Avenue Murray Hill, New Jersey
07974 |
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Anthony Welters |
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United Health Group 701 Pennsylvania Ave,
N.W. Washington, D.C. 20004 |
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Executive Vice President UnitedHealth Group,
Inc. 701 Pennsylvania Ave, N.W. Washington, D.C.
20004 |
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Tony L. White |
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c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Retired Chairman, President and Chief Executive Officer
Applied Biosystems, Inc. c/o C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
EXECUTIVE OFFICERS
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Name |
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Business Address |
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Present Principal Occupation or Employment and
Name and Principal Address of Corporation for which
Employment is Conducted |
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Timothy M. Ring |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Chairman & Chief Executive Officer C. R.
Bard, Inc. 730 Central Avenue Murray Hill, New Jersey
07974 |
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John H. Weiland |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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President and Chief Operating Officer C. R.
Bard, Inc. 730 Central Avenue Murray Hill, New Jersey
07974 |
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Christopher S. Holland |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Senior Vice President and Chief Financial Officer
C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Jim C. Beasley |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Group President C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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Timothy P. Collins |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Group President C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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John P. Groetelaars |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Group President C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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Sharon M. Luboff |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Group Vice President C. R. Bard, Inc.
730 Central Avenue Murray Hill, New Jersey 07974 |
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John A. DeFord |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Senior Vice President Science, Technology and
Clinical Affairs C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Samrat S. Khichi |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Senior Vice President, General Counsel and
Secretary c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Name |
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Business Address |
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Present Principal Occupation or Employment and
Name and Principal Address of Corporation for which
Employment is Conducted |
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Patricia G. Christian |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Vice President, Quality, Regulatory and Medical
Affairs c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Betty Larson |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Vice President, Human Resources
c/o C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Frank Lupisella |
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C. R. Bard, Inc. 730 Central Avenue
Murray Hill, New Jersey 07974 |
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Vice President and Controller C. R. Bard,
Inc. 730 Central Avenue Murray Hill, New Jersey
07974 |
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