SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
i-STAT Corporation (Name of Issuer) |
Common Stock, par value $.15 per share (Title of Class of Securities) |
450312 10 3 (CUSIP Number) |
Jose M. de Lasa Senior Vice President and General Counsel Abbott Laboratories 100 Abbott Park Road Abbott Park, Illinois 60064-6400 (847) 937-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
December 31, 2003 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o
SCHEDULE 13D
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abbott Laboratories I.R.S. Identification No. 36-0698440 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o | ||||||
(b) o | ||||||||
3 | SEC USE ONLY |
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4 | SOURCE OF FUNDS WC |
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5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | |||||||
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION Illinois |
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NUMBER OF SHARES |
7 |
SOLE VOTING POWER 2,000,000 shares |
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BENEFICIALLY | ||||||||
OWNED BY EACH |
8 | SHARED VOTING POWER 7,079,441 shares(1) |
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REPORTING | ||||||||
PERSON | 9 | SOLE DISPOSITIVE POWER 2,000,000 shares |
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10 | WITH SHARED DISPOSITIVE POWER 7,079,441 shares(1) |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,079,441 shares(1) |
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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) 37.2%(1)(2) |
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14 | TYPE OF REPORTING PERSON CO |
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This Amendment No. 3 (this "Amendment") amends the Schedule 13D filed by Abbott Laboratories, an Illinois corporation ("Abbott"), on August 13, 1998, as amended on September 2, 1998 and December 16, 2003 (as so amended the "Amended Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to those terms in the Amended Schedule 13D.
Item 4. Purpose of Transaction
As previously disclosed, on December 12, 2003, Abbott, Senator Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Abbott (the "Purchaser"), and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"). In connection with the Merger Agreement, on December 31, 2003, Abbott and the Company entered into an Amendment to the Marketing and Distribution Agreement (the "Distribution Agreement Amendment"), which modifies and amends the Marketing and Distribution Agreement between Abbott and the Company dated as of August 3, 1998 (the "Distribution Agreement"). The Distribution Agreement Amendment extends the term of the Distribution Agreement until the earlier of (i) such time as the merger contemplated by the Merger Agreement is consummated or (ii) such time as the Merger Agreement is terminated.
The preceding description of the Distribution Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement Amendment which is filed as an exhibit to this Amendment and is incorporated in this Amendment by this reference.
Item 7. Material to be Filed as Exhibits
Exhibit No. |
Description |
|
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99(a)(1) | Amendment to the Marketing and Distribution Agreement between i-STAT Corporation and Abbott Laboratories dated December 31, 2003* |
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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.
ABBOTT LABORATORIES | ||||
By: |
/s/ THOMAS C. FREYMAN |
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Name: | Thomas C. Freyman | |||
Title: | Senior Vice President, Finance and Chief Financial Officer |
Dated: January 5, 2004
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