- Amended Statement of Beneficial Ownership (SC 13D/A)
March 12 2010 - 11:43AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1 )
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
(CUSIP Number)
Nipro Corporation
c/o Luis Candelario
President
Nipro Medical Corporation
3150 N.W. 107th Avenue
Miami, Florida 33172
(305) 599-7174
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Craig A. Roeder
Ryan M. Gwillim
Baker & McKenzie LLP
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
(312) 861-8000
(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
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Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 purpose 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).
(Continued on following pages)
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CUSIP No.
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437080104
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13D
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Page
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2
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of
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Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY]
Nipro Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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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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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Japan
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SOLE VOTING POWER
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NUMBER OF
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16,293,824
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SHARES
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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-0-
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EACH
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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16,293,824
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WITH
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SHARED DISPOSITIVE POWER
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-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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16,293,824
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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95.85%
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14
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TYPE OF REPORTING PERSON
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CO
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This Amendment No. 1 (this Amendment No. 1) to Schedule 13D amends and supplements the
Schedule 13D (the Schedule 13D) filed with the Securities and Exchange Commission (the SEC) on
February 5, 2010, by Nipro Corporation, a corporation organized under the laws of Japan (the
Parent), with respect to the common stock, par value $0.01 per share (the Common Stock), of
Home Diagnostics, Inc., a Delaware corporation (the Company). The principal business address of
the Company is 2400 N.W. 55th Court, Fort Lauderdale, Florida 33309. As described in more detail
below, Items 4, 5 and 6 have been amended by this Amendment No. 1 as a result of the expiration of
the Offer (as defined in the Schedule 13D) at 12:00 midnight, Eastern Standard Time, on March 11,
2010. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to
such terms in the Schedule 13D.
Schedule 13D is amended and supplemented as follows:
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the
end thereof:
The Offer expired at 12:00 midnight, Eastern Standard Time, on March 11, 2010. Based on the
final information provided by Wells Fargo Bank, National Association, the Depositary for the Offer,
16,293,824 shares, including 374,405 of such shares that were tendered pursuant to the Offers
guaranteed delivery procedure, were validly tendered and not withdrawn immediately prior to the
expiration of the Offer. The tendered shares represented 95.85 percent of the outstanding
shares of the Companys common stock as of the expiration of the Offer. All tendered shares have
been accepted for payment in accordance with the terms of the Offer.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) - (b) As a result of the expiration of the Offer and the acceptance for payment in
accordance with the terms of the Offer, the Purchaser acquired beneficial ownership of 16,293,824
shares of the Companys common stock, representing 95.85% of the issued and outstanding shares
of the Companys common stock. Each such share was acquired for the Offer Price of $11.50 in
cash, without interest and less any required withholding taxes.
(c) Neither the Parent nor, to the knowledge of the Parent, any person named in Schedule A to
this Schedule 13D, has effected any transaction in shares of the Common Stock of the Company during
the past 60 days, except as disclosed herein.
(d) To the knowledge of the Parent, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the securities subject to
the Stockholder Agreements.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the
end thereof:
The information set forth in Items 4 and 5 of this Amendment No. 1 is hereby incorporated by
reference.
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.
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March 12, 2010
NIPRO CORPORATION
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By
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/s/ Goichi Miyazumi
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Its Controller
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
Directors and Executive Officers of the Parent
. The following table sets forth the name,
present principal occupation or employment and past material occupations, positions, offices or
employment for at least the past five years for each director and the name, present principal
occupation or employment and material occupations, positions, offices or employment for at least
the past five years for each executive officer of the Parent. The current business address of each
person is 3-9-3 Honjo-nishi, Kita-ku, Osaka 531-8510, Japan, and the current business phone number
of each person is 81-6-6372-2331. Unless otherwise indicated, each such person is a citizen of
Japan.
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Present Principal Occupation
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or
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Material Positions Held
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Name
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Employment for Parent;
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During the Past Five Years
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Minoru Sano
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President
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Past Five Years: Representative Director;
President; Director of
Nipro (Thailand)
Corporation, Nipro Europe
N.V., Nipro Medical
Corporation, Nipro Asia
PTE LTD, and Tohoku Nipro
Pharmaceutical
Corporation (Current
Position); Chief Board
Member of Nipro
(Shanghai) Co., Ltd. and
Shanghai Nissho Vacuum
Flask Refill, Co., Ltd.
(Current Position);
Representative Director
of Sanri Kosan (Current
Position)
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Shigeki Tanaka
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Senior Managing Director
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April 2001: Accepted the
Post of Senior Managing
Director
June 2006: Accepted
Representative Director,
the Post of Senior
Managing Director
(Current Position)
Director of Nipro Medical
Industries, Ltd., Nipro
(Thailand) Corporation
and Tohoku Nipro
Pharmaceutical
Corporation (current
position)
Board member of Nipro
(Shanghai) Co., Ltd. and
Shanghai Nissho Vacuum
Flask Refill, Co., Ltd.
(Current Position)
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Yoshihiko Sano
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Managing Director
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April 2001: Accepted the
Post of Director, Deputy
manager, Domestic
division
June 2006: Accepted the
Post of Managing
Director, Domestic
division (current
position)
April 2007: Accepted the
Post of Director of Nipro
(Thailand) Corporation
(current position)
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Makoto Sato
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Managing Director
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April 2001: Accepted the
Post of Director, Chief
of Pharmaceutical
Research and Development
Laboratory
June 2006: Accepted the
Post of Managing
Director, Pharmaceutical
Division (current
position)
June 2008: Accepted the Post
of President at Nipro
Pharma Corporation
(current position)
Director of Tohoku Nipro
Pharmaceutical
Corporation and Bipha
Corporation for the last
five years (Current
Position)
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Kazuo Wakatsuki
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Managing Director
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April 2003: Accepted the
Post of Director,
International Division
June 2008: Accepted the
Post of Managing Director
of International Division
(current position)
Director of Nipro
(Thailand) Corporation,
Nipro Medical
Corporation, Nipro Asia
PTE LTD for the last five
years (current position)
April 2009: Accepted the
Post of Director of Nipro
(Thailand) Corporation
(current position)
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Present Principal Occupation
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or
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Material Positions Held
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Name
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Employment for Parent;
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During the Past Five Years
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Masato Naganami
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Director
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Last five years: Director, Glass and
Material Development
Division
Board member of Shanghai
Nissho Vacuum Flask
Refill, Co., Ltd.
(Current Position)
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Akihiko Yamabe
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Director
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April 2004: Accepted the
Post of Director,
Accounting and planning
division
April 2009: Accepted the Post of
Director, Accounting
division (current
position)
Statutory auditor of
Bipha Corporation for the
last five years (current
position)
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Noriaki Watanabe
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Director
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April 2003: Accepted the
Post of Director,
International Division
(current position)
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Kiyotaka Yoshioka
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Director
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October 2003: Accepted
the Post of Domestic
(Capital Area) Sales
Manager
June 2006: Accepted the Post of
Director, General Sales
Manager of Domestic
Division (current
position)
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Toshiaki Masuda
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Director
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April 2003: Accepted the
Post of Renal Sales
Manager, Domestic
Division
July 2006: Accepted the Post of
Renal Sales/High Tech
Product Development Sales
Manager, Domestic
Division
April 2008: Accepted the
Post of General Product
Development Sales
Manager, Domestic
Division
June 2008: Accepted
the Post of Director,
General Product
Development Sales
Manager, Domestic
Division
November 2008: Accepted the Post of
Director, General Product
Development Sales
Manager, Domestic
Division -cum- Chief of
Research and Development
Laboratory (current
position)
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Mitsutaka Ueda
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Director
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March 2008: Employee of
the Company, Domestic
Division
April 2008: Accepted the
Post of Product
Development Sales/Medical
Equipment Development
Sales Deputy Manager,
Domestic Division
June 2009: Accepted
the Post of Director
(current position)
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Tsuyoshi Yamazaki
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Director
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January 2009: Employee of
the Company,
International Division
February 2009: Accepted
the Post of Nipro Brand
Sales Deputy Manager,
International Division
June 2009: Accepted the Post of
Director, Nipro Brand
Sales Manager,
International Division
(current position)
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Yusuke Kofuku
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Director
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January 2009: Employee of
Nipro Corporation,
International Division
February 2009: Accepted
the Post of OEM Brand
Sales Deputy Manager,
International Division
June 2009: Accepted the Post of
Director, OEM Brand Sales
Manager, International
Division (current
position)
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Masanobu Iwasa
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Director
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March 2006: Employee of
Nipro Corporation, Glass
and Material Development
Division
April 2006: Accepted the
Post of Deputy Manager,
Medical Promotion
Department, Glass and
Material Development
Division
April 2008: Accepted the Post of
Manager, Medical
Promotion Department,
Glass and Material
Development Division
June 2009: Accepted the Post of
Director, Manager,
Medical Promotion
Department, Glass and
Material Development
Division (current
position)
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Toshiya Kai
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Director
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April 2002: Accepted the
Post of Chief Formulation
Researcher of
Pharmaceutical
Development Laboratory,
Production and
Development Division
August 2007: Accepted the
Post of Product
Development
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Present Principal Occupation
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or
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Material Positions Held
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Name
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Employment for Parent;
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During the Past Five Years
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Division Pharmaceutical Research
and Development Manager
June 2008: Accepted the Post
of Chief of
Pharmaceutical Research
and Development
Laboratory, Production
and Development Division
June 2009: Accepted
the Post of Director,
Chief of Pharmaceutical
Research and Development
Laboratory, Production
and Development Division
(current position)
January 2010: Accepted
the Post of
Representative Director
of Tohoku Nipro
Pharmaceutical
Corporation (current
position)
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Hideo Okamoto
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Director
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September 2007: General
Manager of Shanghai
Vacuum Flask Refill, Co.,
Ltd.
October 2007: Accepted
the Post of Technical
Expert Manager, Research
and Development
Laboratory Department 1,
Production and
Development Division
June 2009: Accepted the
Post of Director,
Technical Expert Manager,
Research and Development
Laboratory Department 1,
Production and
Development Division
(current position)
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Kyoetsu Kobayashi
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Director
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September 2003: Accepted
the Post of Manager,
Odate Factory
Manufacturing Department 1,
Production and
Development Division
Accepted the
Post of Odate Factory
manager, Production and
Development Division
Accepted the Post of
Director, Odate Factory
Manager, Production and
Development Division
(current position)
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Yozo Sawada
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Director
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April 2004: Accepted the
Post of Manager,
Intellectual Property
Right Division
June 2009: Accepted the Post
of Director, Intellectual
Property Right Division
(current position)
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Kimihito Minoura
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Director
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April 2005: Accepted the
Post of Section Manager,
Accounting and Planning
Division
June 2009: Accepted the
Post of Director,
Corporate Planning and
Coordination Division
(current position)
June 2007: Accepted the
Post of Statutory Auditor
of Nipro Genepha
Corporation and Nipro
Patch Co., Ltd. (current
position)
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Hideto Nakamura
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Director
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April 2008: Employee of
the company, Human
Resource Division
Accepted the Post of
Deputy Manager, Human
Resource Division
Accepted the Post of
Director, Human Resource
Division (current
position)
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