UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
BioVeris Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
090676 10 7
(CUSIP Number)
Louise Guarneri
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
(212) 325-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 23, 2004
(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 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 ss.240.13d-7(b) 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).
USIP No. 090676 10 7 13D/A
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse First Boston, on behalf of the
Credit Suisse First Boston business unit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
7 SOLE VOTING POWER
See Item 5.
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5.
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
14 TYPE OF REPORTING PERSON*
BK, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
Credit Suisse First Boston (the "Bank"), on behalf of itself and its
subsidiaries, to the extent they constitute the Credit Suisse First Boston
business unit (the "CSFB business unit") excluding Asset Management (as defined
below) (the "Reporting Person"), hereby amends the Statement on Schedule 13D
filed by the Reporting Person on February 24, 2004, and subsequently amended on
June 22, 2004, (as amended, the "Statement"), relating to the Common Stock,
$0.001 par value (the "Shares"), of BioVeris Corporation, a Delaware corporation
(the "Company"). The CSFB business unit is also comprised of an asset management
business principally conducted under the brand name Credit Suisse Asset
Management ("Asset Management"). Unless otherwise indicated, all capitalized
terms used herein have the same meanings respectively ascribed to them in the
Statement.
Item 3. Source and Amount of Funds.
Item 3 is hereby amended to read in its entirety as follows:
On February 13, 2004, IGEN International, Inc. ("IGEN") announced that
it had been acquired by Roche Holding Ltd. in a transaction (the "Merger"), in
which IGEN stockholders received US$47.25 in cash, without interest, and one
Share of the Company for each share of IGEN common stock they owned immediately
prior to the closing. On February 13, immediately prior to closing, CSFB LLC
held 1,128,441 shares of IGEN common stock. The aggregate consideration
(exclusive of commissions) paid by CSFB LLC for these shares of IGEN was
US$64,911,068.75. CSFB LLC received 1,128,441 Shares as a result of the Merger.
Following the Merger, CSFB has acquired an additional 680,449 Shares.
The aggregate consideration (exclusive of commissions) paid by CSFB LLC for
these additional Shares was US$9,254,016.
The funds used by CSFB LLC to make these acquisitions, and the
acquisitions described in Schedule B attached hereto, came from working capital.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended to read in its entirety as follows:
CSFB LLC has acquired 28,461 Shares for customer facilitation purposes,
600,000 Shares as part of risk arbitrage trading strategies, 7,991 Shares as
part of statistical arbitrage trading strategies, 5,000 Shares as part of its
activities related to discretionary trading accounts and 650,000 Shares as part
of its activities related to proprietary trading accounts.
CSFB LLC intends to optimize the value of its investments and,
therefore, will review from time to time the Company's business affairs and
financial position. Based on such evaluation and review, as well as general
economic and industry conditions existing at the time, CSFB LLC may consider
from time to time various alternative courses of action. Such actions may
include the acquisition of additional Shares or other securities through open
market purchases, privately negotiated transactions, a tender offer, an exchange
offer or otherwise. Alternatively, such actions may involve the sale of all or a
portion of the Shares or other securities in the open market, in privately
negotiated transactions, through a public offering or otherwise.
Except as set forth herein, each of the Reporting Person and CSFB LLC
has no present plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended to read in its entirety as follows:
(a) As of June 23, 2004, the Reporting Person may be deemed to own
beneficially an aggregate amount of 1,291,452 Shares, representing 4.8% of the
outstanding Shares. All such Shares were held directly by CSFB LLC.
To the best knowledge of the Reporting Person, and except as described
herein, neither the Reporting Person, CSFBI, CSFB-USA, CSFB LLC, nor, to the
best knowledge of the Reporting Person, any other persons listed on Schedules
A-1 through A-4 attached hereto, beneficially owns any additional Shares.
(b) With respect to any rights or powers to vote, or to direct the vote
of, or to dispose of, or direct the disposition of, the Shares referenced in
paragraph 5(a), there is shared power to vote, or to direct the vote of, and to
dispose of, or to direct the disposition of, such Shares among the Reporting
Person, CSFBI, CSFB-USA and CSFB LLC.
(c) Schedule B, which is incorporated herein by reference, sets forth
the transactions in the Shares effected by the Reporting Person and its
subsidiaries during the period beginning June 21, 2004 and ending June 23, 2004,
inclusive.
(d) No other person is known by the Reporting Person to have the right
to receive or power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares beneficially owned by the Reporting Person, CSFBI,
CSFB-USA or CSFB LLC.
(e) The Reporting Person ceased to be the beneficial owner of more than
5% of the Shares as of June 23, 2004.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be filed as Exhibits.
Not applicable.
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: June 24, 2004
Credit Suisse First Boston, on behalf of
the Credit Suisse First Boston business unit.
By: /s/ Louise Guarneri
----------------------------
Name: Louise Guarneri
Title: Director
The following Schedules are hereby amended to read in their entirety
as follows:
SCHEDULE A-1
EXECUTIVE OFFICERS OF THE REPORTING PERSON
The following sets forth the name, business address, present principal
occupation and citizenship of each executive officer of the Reporting Person.
The business address of the Reporting Person is Eleven Madison Avenue, New York,
New York 10010.
Name Business Address Title Citizenship
------------------------ ------------------------ ---------------------------------- --------------
Brian D. Finn Eleven Madison Avenue President, Chief Executive Officer United States
New York, NY 10010
John J. Mack Eleven Madison Avenue Chairman, Second Chief Executive United States
New York, NY 10010 Officer
Bennett J. Goodman Eleven Madison Avenue Chairman and Managing Partner of United States
New York, NY 10010 the Alternative Capital Division
USA
Christopher Carter Eleven Madison Avenue Chairman of Europe Great Britain
New York, NY 10010
USA
Brady W. Dougan Eleven Madison Avenue Co-President, Institutional United States
New York, NY 10010 Securities
USA
Stephen R. Volk Eleven Madison Avenue Chairman of CSFB United States
New York, NY 10010
USA
Thomas R. Nides Eleven Madison Avenue Chief Administrative Officer United States
New York, NY 10010
USA
Richard Edward Thornburgh Eleven Madison Avenue Ex Officio Member of the Operating United States
New York, NY 10010 Committee and the Executive Board
USA
Adebayo Ogunlesi Eleven Madison Avenue Global Head of Investment Banking Nigeria
New York, NY 10010
USA
Eileen K. Murray Eleven Madison Avenue Head of Global Technology, United States
New York, NY 10010 Operations and Product Control
USA
Gary G. Lynch Eleven Madison Avenue Global General Counsel and Vice United States
New York, NY 10010 Chairman to Oversee Research and
USA Legal and Compliance Departments
Paul Calello Eleven Madison Avenue Chairman and Chief Executive United States
New York, NY 10010 Officer of the Asia-Pacific Region
USA
John A. Ehinger Eleven Madison Avenue Co-Head of the Equity Division United States
New York, NY 10010
USA
James P. Healy Eleven Madison Avenue Co-Head of the Fixed Income Division United States
New York, NY 10010
USA
James E. Kreitman One Cabot Square Co-Head of the Equity Division United States
London E14 4QJ
United Kingdom
Jerome C. Wood Eleven Madison Avenue Co-Head of the Fixed Income Division United States
New York, NY 10010
USA
Barbara A. Yastine Eleven Madison Avenue Chief Financial Officer United States
New York, NY 10010
USA
Joanne Pace Eleven Madison Avenue Global Head of Human Resources United States
New York, NY 10010
USA
SCHEDULE A-2
EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON, INC.
The following sets forth the name, business address, present principal
occupation and citizenship of each director and executive officer of Credit
Suisse First Boston, Inc. The business address of Credit Suisse First Boston,
Inc. is Eleven Madison Avenue, New York, New York 10010.
Name Business Address Title Citizenship
----------------------- ------------------------ ---------------------------------- --------------
Brian D. Finn Eleven Madison Avenue President, Chief Executive Officer United States
New York, NY 10010
USA
Paul C. Wirth Eleven Madison Avenue Managing Director, Chief Accounting Officer United States
New York, NY 10010
USA
Adebayo O. Ogunlesi Eleven Madison Avenue Managing Director Nigeria
New York, NY 10010
USA
Brady W. Dougan Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Carlos Onis Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
D. Wilson Ervin Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010
USA
Jeffrey H. Salzman Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Lewis H. Wirshba Eleven Madison Avenue Managing Director and Treasurer United States
New York, NY 10010
USA
Neil Moskowitz Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Neil Radey Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Robert C. O'Brien Eleven Madison Avenue Managing Director and Chief Credit Officer United States
New York, NY 10010
USA
Eileen K. Murray Eleven Madison Avenue Managing Director United States
York, NY 10010
USA
SCHEDULE A-3
EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON (USA), INC.
The following sets forth the name, business address, present principal
occupation and citizenship of each director and executive officer of Credit
Suisse First Boston (USA), Inc. The business address of Credit Suisse First
Boston (USA), Inc. is Eleven Madison Avenue, New York, New York 10010.
Name Business Address Title Citizenship
----------------------- ------------------------ ---------------------------------- --------------
Brian D. Finn Eleven Madison Avenue President, Chief Executive Officer and United States
New York, NY 10010 Board Member
USA
Paul C. Wirth Eleven Madison Avenue Chief Financial and Accounting Officer United States
New York, NY 10010
USA
Adebayo O. Ogunlesi Eleven Madison Avenue Board Member, Managing Director and Head of Nigeria
New York, NY 10010 USA Global Investment Banking
USA
Eileen K. Murray Eleven Madison Avenue Board Member and Managing Director United States
New York, NY 10010
USA
Brady W. Dougan Eleven Madison Avenue Head of the Securities Division and Board United States
New York, NY 10010 Member
USA
Andrew B. Federbusch Eleven Madison Avenue New Managing Director United States
New York, NY 10010
USA
Barbara A. Yastine Eleven Madison Avenue Board Member and Managing Director United States
New York, NY 10010
USA
Jeffrey H. Salzman Eleven Madison Avenue Managing Director and Head of Private United States
New York, NY 10010 Client Services
USA
D. Wilson Ervin Eleven Madison Avenue Head of Strategic Risk Management United States
New York, NY 10010
USA
Peter E. Calamari Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General Counsel United States
New York, NY 10010
USA
Neil Radey Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Lewis H. Wirshba Eleven Madison Avenue Treasurer United States
New York, NY 10010
USA
Robert C. O'Brien Eleven Madison Avenue Chief Credit Officer United States
New York, NY 10010
USA
Jerome C. Wood Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
Frank J. DeCongelio Eleven Madison Avenue Bank Account Officer and Managing Director United States
New York, NY 10010
USA
John A. Ehinger Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
James P. Healy Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
James E. Kreitman One Cabot Square Managing Director United States
London E14 4QJ
United Kingdom
Luther L. Terry, Jr. Eleven Madison Avenue Managing Director United States
New York, NY 10010
USA
SCHEDULE A-4
EXECUTIVE OFFICERS AND DIRECTORS OF CREDIT SUISSE FIRST BOSTON LLC
The following sets forth the name, business address, present principal
occupation and citizenship of each director and executive officer of Credit
Suisse First Boston LLC. The business address of Credit Suisse First Boston LLC
is Eleven Madison Avenue, New York, New York 10010.
Name Business Address Title Citizenship
----------------------- ------------------------ ---------------------------------- -----------------
David C. Fisher Eleven Madison Avenue Chief Financial Officer and Member United States
New York, NY 10010 of the Board of Managers
USA
John A. Ehinger Eleven Madison Avenue Member of the Board of Managers United States
New York, NY 10010
USA
Brian D. Finn Eleven Madison Avenue Member of the Board of Managers United States
New York, NY 10010
USA
Jerome C. Wood Eleven Madison Avenue Member of the Board of Managers United States
New York, NY 10010
USA
Frank J. DeCongelio Eleven Madison Avenue Head of Operations United States
New York, NY 10010
USA
Lewis H. Wirshba Eleven Madison Avenue Treasurer United States
New York, NY 10010
USA
Gary G. Lynch Eleven Madison Avenue Managing Director and General United States
New York, NY 10010 Counsel
USA
Schedule B
Credit Suisse First Boston LLC
The following Share trades were effected on the NASDAQ in ordinary trading:
DATE BUY/SELL SHARES PRICE
--------- ------- ------ -----
6/21/2004 BUY 100 9.73
6/21/2004 SELL 196 10.00
6/21/2004 BUY 900 9.83
6/21/2004 BUY 300 9.93
6/22/2004 BUY 100 9.71
6/22/2004 SELL 300 9.45
6/22/2004 SELL 700 10.45
6/22/2004 SELL 100 11.45
6/22/2004 BUY 100 9.47
6/22/2004 BUY 300 9.44
6/22/2004 BUY 1,064 9.58
6/23/2004 SELL 1,900 8.49
6/23/2004 SELL 346,563 8.01
6/23/2004 BUY 27,940 7.58
6/23/2004 BUY 200 8.02
6/23/2004 SELL 12,800 7.78
6/23/2004 SELL 1,500 7.80
6/23/2004 SELL 5,300 7.71
6/23/2004 BUY 2,000 7.80
6/23/2004 SELL 7,700 8.45
6/23/2004 BUY 300 8.89
6/23/2004 SELL 400 8.45
6/23/2004 BUY 100 8.14
6/23/2004 BUY 100 7.89
6/23/2004 SELL 105,837 7.66
6/23/2004 SELL 2,000 7.80