SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Ventana Medical Systems, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
92276H106
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(CUSIP Number of Class of Securities)
Larry N. Feinberg
c/o Oracle Partners, L.P.
200 Greenwich Avenue, 3rd Floor
Greenwich, CT 06830
(203) 862-7900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Daniel Schloendorn, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
June 28, 2002
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(Date of Event which Requires
Filing of this Schedule)
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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 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 purpose 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).
SCHEDULE 13D
------------------------ ------------------
CUSIP No. 92276H106 Page 2 of 10 Pages
------------------------ ------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Associates, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 897,392
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
897,392
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
897,392
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 92276H106 Page 3 of 10 Pages
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----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 195,075
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
195,075
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
195,075
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
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CUSIP No. 92276H106 Page 4 of 10 Pages
------------------------ ------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
15,000
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,092,467
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 15,000
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,092,467
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,107,467
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being
filed with respect to the shares of common stock, $0.001 par value ("Common
Stock"), of Ventana Medical Systems, Inc. (the "Company") to amend and restate
the Schedule 13D filed with respect to the Common Stock on May 6, 2002
("Schedule 13D").
Item 1. Security and Issuer.
The Company's principal executive office is located at 1910 Innovation Park
Drive, Tucson, AZ 85737.
Item 2. Identity and Background.
(a) This Amendment No. 1 is being filed by:
(i) Oracle Associates, LLC, a Delaware limited liability company ("Oracle
Associates"), which serves as the general partner of Oracle Partners, L.P., a
Delaware limited partnership ("Oracle Partners"), and Oracle Institutional
Partners, L.P., a Delaware limited partnership ("Oracle Institutional" and
together with Oracle Partners, the "Partnerships"), with respect to shares of
Common Stock directly owned by Oracle Partners and Oracle Institutional
Partners;
(ii) Oracle Investment Management, Inc., a Delaware corporation (the
"Investment Manager"), which serves as investment manager to and has investment
discretion over the securities held by (A) SAM Oracle Investments Inc., a
British Virgin Islands corporation ("SAM Oracle"), (B) Oracle Offshore Limited,
a Cayman Islands corporation ("Oracle Offshore" and, together with SAM Oracle,
the "Foreign Funds") and (C) Oracle Management, Inc. Employees Retirement Plan
(the "Retirement Plan" and, together with the Foreign Funds, the "Managed
Funds"), with respect to shares of Common Stock directly owned by SAM Oracle,
Oracle Offshore and the Retirement Plan; and
(iii) Mr. Larry N. Feinberg ("Mr. Feinberg"), who serves as the senior
managing member of Oracle Associates, is the sole shareholder and president of
the Investment Manager and is the trustee of The Feinberg Family Foundation (the
"Foundation"), with respect to the shares of Common Stock directly owned by
himself and by the Foundation and the shares of Common Stock which he may be
deemed to beneficially own by virtue of the foregoing relationships.
5
Oracle Associates, the Investment Manager and Mr. Feinberg are hereinafter
sometimes collectively referred to as the "Reporting Persons." Any disclosures
herein with respect to persons other than the Reporting Persons are made on
information and belief after making inquiry to the appropriate party.
(b) The business address of each of the Reporting Persons is 200 Greenwich
Avenue, Greenwich, Connecticut, 06830.
(c) The principal business of Oracle Associates is to serve as general
partner to and exercise investment discretion over securities held by the
Partnerships. The principal business of the Investment Manager is to serve as
investment manager to, and exercise investment discretion over securities held
by, the Managed Funds and certain other funds or managed accounts. The principal
business of Mr. Feinberg is to invest in securities through Oracle Associates,
the Investment Manager and certain other entities.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members, has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been 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.
(f) Oracle Associates is organized under the laws of the State of Delaware.
The Investment Manager is organized under the laws of the State of Delaware. Mr.
Feinberg is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Mr. Feinberg may be deemed to beneficially own
1,107,467 shares of the Company's Common Stock (the "Shares"). The Shares are
held by the Partnerships, the Managed Funds, Mr. Feinberg and the Foundation.
Mr. Feinberg has investment discretion over the activities of the Partnerships
and the Foreign Funds through Oracle Associates and the Investment Manager,
respectively,
6
and over the activities of the Foundation as trustee. The Shares were purchased
for an aggregate purchase price of $25,917,785.87. The funds for the purchase of
those Shares held in the Partnerships came from capital contributions to the
Partnerships by their general and limited partners. The funds for the purchase
of those Shares held by the Managed Funds came from capital contributions to the
Managed Funds by the investors in such funds. The funds for the purchase of
those Shares held by the Foundation came from the Foundation's capital. The
funds for the purchase of those Shares held by Mr. Feinberg came from Mr.
Feinberg's capital. The Shares were purchased through margin accounts maintained
with Morgan Stanley which may extend margin credit to the Reporting Persons or
persons under their investment discretion as and when required to open or carry
positions in these margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
The primary interest of the Reporting Persons is to maximize the value of
the Partnerships' and the Foreign Funds' investment in the Company. The
Reporting Persons intend to continually review the Company's business affairs,
financial position, and future prospects, as well as conditions in the
securities markets and general economic and industry conditions. Based on such
evaluation, review, and other factors, the Reporting Persons will continue to
consider various alternative courses of action and will in the future take such
actions with respect to the Partnerships' and the Foreign Funds' investments in
the Company as they deem appropriate.
Such actions may involve the purchase of additional shares of Common Stock
and, alternatively, may involve the sale of all or a portion of the Shares held
by the Partnerships, the Managed Funds, Mr. Feinberg and the Foundation in the
open market or in privately negotiated transactions to one or more financial or
strategic purchasers. As a result of the foregoing, the Reporting Persons'
position with respect to the Company may not be considered solely that of
passive investors. There can be no assurance, however, that the Reporting
Persons will take any of the actions set forth above.
7
Item 5. Interest in Securities of the Issuer.
(a) & (b) Ownership and power over disposition:
------------------------------------
A. Oracle Associates
-----------------
(a) Amount beneficially owned: 897,392
(b) Percent of class: 5.5% The percentages used herein and in the rest of
this Amendment No. 1 are calculated based upon the 16,250,808 shares of Common
Stock outstanding as of April 30, 2002, as reported on the Company's Quarterly
Report on Form 10-Q for the period ended March 31, 2002.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 897,392
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 897,392
B. The Investment Manager
----------------------
(a) Amount beneficially owned: 195,075
(b) Percent of class: 1.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 195,075
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 195,075
C. Mr. Feinberg
------------
(a) Amount beneficially owned: 1,107,467
(b) Percent of class: 6.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 15,000
(ii) Shared power to vote or direct the vote: 1,092,467
(iii) Sole power to dispose or direct the disposition: 15,000
(iv) Shared power to dispose or direct the disposition: 1,092,467
(c) The transactions in the shares of the Common Stock that may be deemed
to be beneficially owned by a Reporting Person during the past 60 days are set
forth on Exhibit 1 attached hereto. All such transactions were effected in open
market purchases.
8
(d) If the Reporting Persons were to be deemed a group, each Reporting
Person may be deemed to have beneficial ownership over the entire number of
shares of Common Stock directly owned by the Partnerships and the Foreign Funds.
Each of the Reporting Persons expressly disclaims beneficial ownership of such
shares of Common Stock except to the extent otherwise reported herein. Other
than as set forth herein, no other person is known to have the right to receive
or the power to direct the receipt of dividends from, and proceeds from the sale
of, the securities reported in this Amendment No. 1.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as otherwise set forth herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
Item 7. Material to be Filed as Exhibits.
Attached hereto as Exhibit 1 is a description of the transactions in the
shares of Common Stock that may be deemed to be beneficially owned by Mr.
Feinberg which were effected during the past 60 days.
Exhibit 2 is a Joint Filing Agreement by and among the Reporting Persons,
dated as of May 3, 2002, incorporated herein by reference to Exhibit 2 of the
Schedule 13D, as filed on May 6, 2002.
9
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: July 2, 2002
/s/ Larry N. Feinberg
------------------------------
Larry N. Feinberg
ORACLE ASSOCIATES, LLC
By: /s/ Larry N. Feinberg
------------------------------
Name: Larry N. Feinberg
Title: Managing Member
ORACLE INVESTMENT MANAGEMENT, INC.
By: /s/ Larry N. Feinberg
------------------------------
Name: Larry N. Feinberg
Title: President
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SCHEDULE 13D WITH RESPECT TO
VENTANA MEDICAL SYSTEMS, INC.]