Schedule 13D
|
|
|
| SEC 1746 (2-98) |
|
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently
valid OMB control number. |
|
|
|
|
| OMB APPROVAL |
| OMB Number: 3235-0145 |
| Expires: October 31, 2002 |
| Estimated average burden
hours per response. . . 14.9 |
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
SYNBIOTICS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
871566105
(CUSIP Number)
Paul A. Rosinack
15817 Caminito Cantaras
Del Mar, CA 92014
(858) 794-7075
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 25, 2002
(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 that 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. ¨
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.
CUSIP No. 871566105
|
|
|
|
|
| 1.
|
|
Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only). Paul A. Rosinack |
|
|
|
|
|
|
|
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
|
|
|
|
|
|
|
| 3.
|
|
SEC Use Only |
|
|
|
|
|
|
|
| 4.
|
|
Source of Funds (See Instructions) OO |
|
|
|
|
|
|
|
| 5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
|
|
|
|
|
|
| 6. |
|
Citizenship or Place of Organization United States |
|
|
|
|
|
|
|
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. Sole Voting Power 1,306,690
8. Shared Voting Power 0
9. Sole Dispositive Power 1,306,690
10. Shared Dispositive
Power
0 |
|
|
|
| 11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person 1,306,690 |
|
|
|
|
|
|
|
| 12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
|
|
|
|
|
|
| 13.
|
|
Percent of Class Represented by Amount in Row (11) 7.3% |
|
|
|
|
|
|
|
| 14.
|
|
Type of Reporting Person (See Instructions) IN |
|
|
|
|
|
|
|
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock of Synbiotics Corporation (“Synbiotics”), whose principal executive offices
are located at 11011 Via Frontera, San Diego, CA 92127.
Item 2. Identity and Background
Paul A Rosinack, a citizen of the United States, whose residence is located at 15817 Caminito Cantaras Del Mar, CA 92014, was
an employee of Synbiotics since October 1996, and most recently held the position of President, Chief Executive Officer and Director until his resignation from Synbiotics on September 24, 2002. During the past five years, Mr. Rosinack has not been
convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Rosinack being at any time
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.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Rosinack’s shares of Synbiotics common stock were received as follows: 1) 5,002 shares were purchased in open market transactions from December 1996 through
December 1998, 2) 6,420 shares were received as part of Synbiotics’ bonus plan for the years ended December 31, 1997 and 1998 and 3) 1,295,268 shares were received in conjunction with a Synbiotics management retention plan agreement dated June
16, 2000 and amended through January 4, 2002. All of the above transactions were timely reported by Mr. Rosinack on Form 4, and his beneficial ownership was reported in Synbiotics’ proxy statement for its annual meeting held on August 15, 2002.
Item 4. Purpose of Transaction
The shares of Synbiotics common stock in which Mr. Rosinack has beneficial ownership were acquired as follows: 1) 5,002 shares were purchased in open market transactions
from October 1996 through December 1998, 2) 6,420 shares were received as part of Synbiotics’ bonus plan for the years ended December 31, 1997 and 1998 and 3) 1,295,268 shares were received in conjunction with a Synbiotics management retention
plan agreement dated June 16, 2000 and amended through January 4, 2002. Mr. Rosinack does not intend to be other than a passive investor in Synbiotics.
Item 5. Interest in Securities of the Issuer
(a) |
|
Mr. Rosinack presently beneficially owns 1,306,690 shares of Synbiotics common stock, which he believes constitutes approximately 7.3% of the Synbiotics common
stock outstanding. |
(b) |
|
Mr. Rosinack has the sole power to vote and dispose of the 1,306,690 shares of Synbiotics common stock as identified in subparagraph (a) above.
|
(c) |
|
Mr. Rosinack has not had any transactions in Synbiotics common stock during the past sixty (60) days. |
(d) |
|
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Mr.
Rosinack’s shares of Synbiotics common stock. |
-1-
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
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.
| |
| October 11, 2002 |
|
|
|
|
|
| Date |
|
|
| |
| /s/ PAUL A.
ROSINACK |
|
|
|
|
|
| Signature |
|
|
| |
| Paul A. Rosinack |
|
|
|
|
|
| Name |
|
|
-2-