SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)1
CONMED Corporation
-------------------
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
20741010
--------
(CUSIP Number)
Sandra Leung
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
(212) 546-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 3, 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 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 .
(Continued on following pages)
(Page 1 of 10)
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1 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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 20741010 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------
BRISTOL-MYERS SQUIBB COMPANY
I.R.S. Employer Identification Number 22-079-0350
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
--------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
--------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
PERSON 0
--------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 %
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 20741010 SCHEDULE 13D
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This Amendment No. 1 is being filed to amend Items 2, 3, 4, 5 and 6 of this
Schedule 13D.
Item 1. SECURITY AND ISSUER.
-------------------
The class of equity securities to which this Statement
relates is the Common Stock, par value $0.01 per share (the "Common Stock"), of
CONMED Corporation, a New York corporation (the "Issuer"), which has its
principal executive offices at 310 Broad Street, Utica, NY 13501.
Item 2. IDENTITY AND BACKGROUND.
-----------------------
This Amendment is being filed by Bristol-Myers Squibb
Company, a Delaware corporation (the "Company"). The Company conducts its
principal business and maintains its principal office at 345 Park Avenue, New
York, NY 10154. The Company is a worldwide pharmaceutical and related health
care products company.
The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of the
Company is set forth on SCHEDULE A which is incorporated herein by reference.
During the past five years, neither the Company nor, to the
best knowledge of the Company, any of its executive officers or directors
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Until May 3, 2002, the Company beneficially owned 1,000,000
shares of Common Stock pursuant to a Warrant to Purchase Common Stock, dated
as of December 31, 1997 (the "Warrant"), issued by the Issuer to the Company as
a portion of the purchase price paid by the Issuer to the Company in connection
with the Issuer's acquisition of Linvatec Corporation, then a wholly owned
subsidiary of the Company, and certain related assets on December 31, 1997.
Subsequent to a 3 for 2 stock split effected by the Issuer on September 6, 2001,
the Company beneficially owned 1,500,000 shares of Common Stock pursuant to the
Warrant. The Warrant was exercisable by the Company at any time or times on or
after December 31, 1997, but not after 5:00 p.m., New York City time, December
31, 2007 (or such later date as provided in the Warrant) at a purchase price of
$34.23 per share in cash ($22.82 per share after the stock split).
------------------------ Page 4 of 10
CUSIP No. 20741010 SCHEDULE 13D
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On May 3, 2002, the Issuer redeemed the Warrant in full and paid the Company a
fixed cash amount.
Item 4. PURPOSE OF TRANSACTION.
----------------------
On November 26, 1997, the Company and the Issuer entered
into a Stock and Asset Purchase Agreement, as amended December 31, 1997 (as so
amended, the "Stock and Asset Purchase Agreement"), pursuant to which the Issuer
purchased from the Company all of the issued and outstanding shares of capital
stock of Linvatec Corporation and certain related assets. Pursuant to the terms
of the Stock and Asset Purchase Agreement, the purchase price paid by the Issuer
to the Company consisted of both cash consideration and the Warrant.
Prior to the stock split, the Warrant was exercisable in
whole or in part for 1,000,000 shares of Common Stock at a price of $34.23 per
share. Certain registration rights were afforded to the Company under the terms
of the Warrant. The number of shares of Common Stock and the exercise price per
share of Common Stock were subject to adjustment for certain: (i) dividends,
(ii) subdivisions and combinations of shares of Common Stock, (iii)
reclassifications, (iv) distributions to all holders of the Issuer's Common
Stock of assets, debt securities or capital stock or any rights, options or
warrants to purchase assets, debt securities or capital stock of the Issuer
(including distributions of cash, but excluding (a) distributions of rights,
options or warrants referred to in clause (v) below, (b) the issuance of any
rights issued under a stockholders rights plan adopted by the Issuer's board of
directors and (c) certain other exclusions), (v) distributions or issuances of
rights, options or warrants to all holders of the Issuer's Common Stock (other
than the issuance of rights issued under a stockholders rights plan adopted by
the Issuer's board of directors) entitling them to purchase shares of Common
Stock at a price per share less than the Current Market Value (as defined in the
Warrant) per share as of the record date of such issuance and (vi)
consolidations, mergers or reorganizations. Except under certain limited
circumstances, any unexercised portion of the Warrant would expire on December
31, 2007.
The Warrant and the underlying shares of Common Stock (when
issued upon the exercise of the Warrant) were acquired by the Company for
investment purposes only. On May 3, 2002, the Issuer redeemed the Warrant in
full and paid the Company a fixed cash amount.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
To the best knowledge of the Company, the Issuer has
outstanding approximately 28,700,000 shares of Common Stock. Subsequent to the
redemption of the Warrant, the Company does not beneficially own any shares of
Common Stock of the issuer. Except as set
------------------------ Page 5 of 10
CUSIP No. 20741010 SCHEDULE 13D
------------------------
forth in this Item 5 and on Schedule B attached hereto, which is incorporated
herein by reference, neither the Company nor, to the best knowledge of the
Company, any of its respective executive officers or directors owns any shares
of Common Stock.
Except as set forth on Schedule B attached hereto which is
incorporate herein by reference, neither the Company nor, to the best
knowledge of the Company, any of its respective executive officers or directors
has effected any transaction in shares of Common Stock during the past sixty
(60) days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
--------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
----------------------------
To the best knowledge of the Company, its respective
executive officers and directors, the Company is not currently a party to any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
1. Stock and Asset Purchase Agreement, dated as of November 26, 1997,
between Bristol-Myers Squibb Company and CONMED Corporation for the
sale of all of the outstanding Common Stock of Linvatec Corporation
and certain related assets.
2. Amendment, dated as of December 31, 1997, between Bristol-Myers Squibb
Company and CONMED Corporation, to the Stock and Asset Purchase
Agreement dated as of November 26, 1997, between Bristol-Myers Squibb
Company and CONMED Corporation.
3. Warrant to Purchase Common Stock, dated December 31, 1997, issued by
CONMED Corporation to Bristol-Myers Squibb Company covering shares of
Common Stock of CONMED Corporation.
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CUSIP No. 20741010 SCHEDULE 13D
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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.
Dated: February 14, 2003
BRISTOL-MYERS SQUIBB COMPANY
By: /s/ SANDRA LEUNG
--------------------------------
Sandra Leung
Corporate Secretary
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CUSIP No. 20741010 SCHEDULE 13D
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SCHEDULE A
The following information sets forth the name, citizenship,
business address and present principal occupation of each of the directors
and executive officers of the Company. Except as set forth below, each of the
directors and executive officers of the Company is a citizen of the United
States. Each of the Company's executive officer's business address is 345 Park
Avenue, New York, New York 10154, unless otherwise indicated.
Directors of Bristol-Myers Squibb Company
-----------------------------------------
Name and Business Address Present Principal Occupation
------------------------- -----------------------------
Peter R. Dolan Chairman and Chief Executive Officer
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
Robert E. Allen Retired Chairman and Chief Executive
AT&T Corp. Officer
180 Park Avenue
Room 1E38
Florham Park, NJ 07932
Lewis B. Campbell Chairman and Chief Executive Officer
Textron Inc.
40 Westminster Street
Providence, RI 02903-2596
Vance D. Coffman Chairman and Chief Executive Officer
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, MD 20817
Ellen V. Futter President
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
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CUSIP No. 20741010 SCHEDULE 13D
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Name and Business Address Present Principal Occupation
------------------------- -----------------------------
Louis V. Gerstner, Jr. Retired Chairman and Retired
IBM Corporation Chief Executive Officer
New Orchard Road
Armonk, NY 10504
Laurie H. Glimcher, M.D. Irene Heinz Given Professor of
Harvard Medical School and Immunology
Harvard School of Public Health
Dept. of Immunology and Infectious Diseases
651 Huntington Avenue, FXB-2
Boston, MA 02115
Leif Johansson President and Chief Executive Officer
AB Volvo
SE-40508
Goteborg, Sweden
Citizen of Sweden
James D. Robinson III Chairman and Chief Executive Officer
RRE Investors
126 East 56th Street, 22nd Floor
New York, NY 10022
Louis W. Sullivan, M.D. President Emeritus
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, GA 30310-1495
Executive Officers of Bristol-Myers Squibb Company
--------------------------------------------------
Name Present Principal Occupation
------------------------- -----------------------------
Peter R. Dolan Chairman and Chief Executive Officer
Lamberto Andreotti Senior Vice President
Citizen of Italy
Harrison M. Bains, Jr. Vice President, Tax & Treasury
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CUSIP No. 20741010 SCHEDULE 13D
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Name Present Principal Occupation
------------------------- -----------------------------
Stephen E. Bear Senior Vice President, Human Resources
Andrew G. Bodnar, M.D. Senior Vice President, Strategy and
Medical & External Affairs
Andrew R. J. Bonfield Senior Vice President and Chief
Citizen of the United Kingdom Financial Officer
Wendy L. Dixon Chief Marketing Officer and President,
Citizen of the United States and Global Marketing
the United Kingdom
Donald J. Hayden, Jr. Executive Vice President and
President, Americas
Tamar. D. Howson Senior Vice President, Corporate and
Business Development
Sandra Leung Vice President, Corporate Secretary
and Head of the Office of Corporate
Conduct
John L. McGoldrick Executive Vice President and General
Counsel
Dean J. Mitchell President, U.S. Primary Care
Citizen of the United Kingdom
James B. D. Palmer, M.D. Chief Scientific Officer and President,
Citizen of the United States and Pharmaceutical Research Institute
the United Kingdom
Elliot Sigal, M.D., Ph.D. Senior Vice President, Pharmaceutical
Research Institute
John L. Skule Senior Vice President, Corporate
& Environmental Affairs
David L. Zabor Vice President and Controller
------------------------ Page 10 of 10
CUSIP No. 20741010 SCHEDULE 13D
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SCHEDULE B
Shares of Common Stock Owned
None.
Transactions in Shares of Common Stock
--------------------------------------
On May 3, 2002, the Issuer redeemed the Warrant in full. The Company
does not beneficially own any shares of the Issuer.
EXHIBIT INDEX
Exhibit
Number Document
------- --------
1 Stock and Asset Purchase Agreement, dated as of November 26, 1997,
between Bristol-Myers Squibb Company and CONMED Corporation for the
sale of all of the outstanding Common Stock of Linvatec Corporation
and certain related assets. (Incorporated by reference to Exhibit 2.1
(a) to CONMED Corporation's Form 8-K dated January 8, 1998 (File No.
0-16093).)
2 Amendment, dated as of December 31, 1997, between Bristol-Myers Squibb
Company and CONMED Corporation, to the Stock and Asset Purchase
Agreement, dated as of November 26, 1997, between Bristol-Myers Squibb
Company and CONMED Corporation. (Incorporated by reference to Exhibit
2.1 (b) to CONMED Corporation's Form 8-K dated January 8, 1998 (File
No. 0-16093).)
3 Warrant to Purchase Common Stock, dated December 31, 1997, issued by
CONMED Corporation to Bristol-Myers Squibb Company covering shares of
Common Stock of CONMED Corporation. (Incorporated by reference to
Exhibit 4.1 to CONMED Corporation's Form 8-K dated January 8, 1998
(File No. 0-16093).)