Schedule 13D Amendment No. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

 

Bio-Rad Laboratories, Inc.

(Name of Issuer)

 

 

Class B Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

 

 

090572-21-8

(CUSIP Number)

 

 

David Schwartz

1000 Alfred Nobel Drive

Hercules, California 94547

(510) 741-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

Copy to:

 

Andrew S. Williamson   Sanford S. Wadler
Latham & Watkins LLP   Bio-Rad Laboratories, Inc.
140 Scott Drive   1000 Alfred Nobel Drive
Menlo Park, California 94025   Hercules, California 94547
(650) 328-4600   (510) 741-6005

 

 

March 25, 2009

(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  ¨.

(Continued on following pages)

 

Page 1 of 11 Pages

Exhibit Index is on Page 11

SCHEDULE 13D

CUSIP No. 090572-21-8     Page 2 of 11 Pages

 

  1.  

Name of Reporting Person IRS Identification Nos. of Above Persons (Entities Only)

 

            David Schwartz

    
  2.  

Check the Appropriate Box if a Member of a Group

 

(a) x     Alice N. Schwartz, as spouse of David Schwartz, has a one-half community property interest in all shares of

this class owned beneficially by David Schwartz.

(b) ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            PF

    
  5.  

Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

   ¨
  6.  

Citizenship or Place of Organization

 

            United States Citizen

    

Number of  

Shares  

Beneficially  

Owned By  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

                592,834 shares of Class B Common Stock (subject to 2(a) above)(1)

 

  8.    Shared Voting Power

 

                4,060,054 shares of Class B Common Stock

 

  9.    Sole Dispositive Power

 

                592,834 shares of Class B Common Stock (subject to 2(a) above)(1)

 

10.    Shared Dispositive Power

 

                4,060,054 shares of Class B Common Stock

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            4,652,888 shares of Class B Common Stock(1)

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            87.9%

    
14.  

Type of Reporting Person

 

            IN

    

 

 

(1) Includes 159,958 shares of Class B Common Stock of which David Schwartz has the right to acquire beneficial ownership within sixty days of June 30, 2009 through the exercise of options.

SCHEDULE 13D

CUSIP No. 090572-21-8     Page 3 of 11 Pages

 

  1.  

Name of Reporting Person IRS Identification Nos. of Above Persons (Entities Only)

 

            Norman D. Schwartz

    
  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  x

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            PF, 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

 

            United States Citizen

    

Number of  

Shares  

Beneficially  

Owned By  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

351,564 shares of Class B Common Stock (subject to applicable community property and similar statutes)(1)(2)

 

  8.    Shared Voting Power

 

                4,060,054 shares of Class B Common Stock

 

  9.    Sole Dispositive Power

 

351,564 shares of Class B Common Stock (subject to applicable community property and similar statutes)(1)(2)

 

10.    Shared Dispositive Power

 

                4,060,054 shares of Class B Common Stock

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            4,411,618 shares of Class B Common Stock(1)(2)

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            81.8%

    
14.  

Type of Reporting Person

 

            IN

    

 

 

(1) Includes 262,990 shares of Class B Common Stock of which Norman Schwartz has the right to acquire beneficial ownership within sixty days of June 30, 2009 through the exercise of options.
(2) Includes 11,600 shares owned by Norman Schwartz’s wife, as to which he disclaims any beneficial ownership.

SCHEDULE 13D

CUSIP No. 090572-21-8     Page 4 of 11 Pages

 

  1.  

Name of Reporting Person IRS Identification Nos. of Above Persons (Entities Only)

 

            Steven D. Schwartz

    
  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  x

(b)  ¨

    
  3.  

SEC Use Only

 

    
  4.  

Source of Funds

 

            PF, 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

 

            United States Citizen

    

Number of  

Shares  

Beneficially  

Owned By  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

14,840 shares of Class B Common Stock (subject to applicable community property and similar statutes)(1)

 

  8.    Shared Voting Power

 

                4,060,054 shares of Class B Common Stock

 

  9.    Sole Dispositive Power

 

14,840 shares of Class B Common Stock (subject to applicable community property and similar statutes)(1)

 

10.    Shared Dispositive Power

 

                4,060,054 shares of Class B Common Stock

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            4,074,894 shares of Class B Common Stock(1)

   
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            79.4%

    
14.  

Type of Reporting Person

 

            IN

    

 

 

(1) Includes 11,600 shares owned by Steven Schwartz’s wife, as to which he disclaims any beneficial ownership.

SCHEDULE 13D

CUSIP No. 090572-21-8     Page 5 of 11 Pages

 

  1.  

Name of Reporting Person IRS Identification Nos. of Above Persons (Entities Only)

 

            Blue Raven Partners, L.P., 943334150

    
  2.  

Check the Appropriate Box if a Member of a Group

 

(a)  x

(b)  ¨

    
  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

 

            California

    

Number of  

Shares  

Beneficially  

Owned By  

Each  

Reporting  

Person  

With  

  

  7.    Sole Voting Power

 

                4,060,054 shares of Class B Common Stock

 

  8.    Shared Voting Power

 

                -0- shares of Class B Common Stock

 

  9.    Sole Dispositive Power

 

                4,060,054 shares of Class B Common Stock

 

10.    Shared Dispositive Power

 

                -0- shares of Class B Common Stock

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

            4,060,054 shares of Class B Common Stock

    
12.  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

 

   ¨
13.  

Percent of Class Represented by Amount in Row (11)

 

            79.1%

    
14.  

Type of Reporting Person

 

            PN

    

 

Item 1. Security and Issuer.

This statement relates to the Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of Bio-Rad Laboratories, Inc. (“Bio-Rad” or the “Company”) whose principal offices are located at 1000 Alfred Nobel Drive, Hercules, California 94547.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

Reference is made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on January 13, 2000 by David Schwartz, Alice N. Schwartz, Norman D. Schwartz, Steven D. Schwartz and Blue Raven Partners, L.P., as amended by Amendment No. 1 to the statement on Schedule 13D filed with the Commission on June 27, 2003, Amendment No. 2 to the statement on Schedule 13D filed with the Commission on March 22, 2005 and Amendment No. 3 to the statement on Schedule 13D filed with the Commission on July 31, 2007 by David Schwartz, Alice N. Schwartz, Norman D. Schwartz, Steven D. Schwartz and Blue Raven Partners, L.P. (the “Prior Filing”). Each of David Schwartz, Alice N. Schwartz, Norman D. Schwartz and Steven D. Schwartz together with Blue Raven Partners, L.P. (sometimes collectively referred to as the “Shareholders”) has agreed to file this statement jointly in an agreement entered into pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and attached as an exhibit to this statement, which agreement is hereby incorporated by reference. The Prior Filing is incorporated herein by reference and is hereby amended by this statement which is filed by the Shareholders, with respect to whom the following information relates.

(a)-(c), (f). This statement is being filed by (1) David Schwartz, Chairman of the Board of Bio-Rad, (2) Alice N. Schwartz, a Director of Bio-Rad, retired and owner of a one-half community property interest in all shares owned beneficially by David Schwartz, (3) Norman D. Schwartz, President, Chief Executive Officer and Director of Bio-Rad, (4) Steven D. Schwartz, an employee of Bio-Rad, and (5) Blue Raven Partners, L.P. (the “Partnership”), a California limited partnership organized to provide consolidated management of certain assets owned by the partners.

The business address of each of David Schwartz, Alice N. Schwartz, Norman D. Schwartz, Steven Schwartz and the Partnership is c/o Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547.

Each of David Schwartz, Alice N. Schwartz, Norman D. Schwartz and Steven D. Schwartz is a citizen of the United States of America.

(d), (e). During the last five years, none of David Schwartz, Alice N. Schwartz, Norman D. Schwartz, Steven D. Schwartz and the Partnership has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to civil proceedings of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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 violating with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 to the Schedule 13D is hereby amended, in pertinent part, as follows:

Since the most recent filing of a statement on Schedule 13D, the following transactions have been effected by David Schwartz.

 

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Date

   

No. of Shares of

Class B

Common Stock Acquired

(Disposed)

   

Type

   

Price Per Share

   

Ownership

8/01/07

    1,670    Restricted stock grant    —      Direct

1/14/08

    63,862    Stock option exercise    $11.97    Direct

2/05/08

    2,000    Stock option exercise    $39.60    Direct

2/28/08

    (1,440)    Gift    —      Direct

6/11/08

    1,670    Restricted stock grant    —      Direct

10/23/08

    66,662    Stock option exercise    $11.31    Direct

3/25/09

    (2,400)    Gift    —      Direct

The funds used for the direct purchase of shares of Class B Common Stock (as indicated in the above table) were available from personal funds of David Schwartz and Alice N. Schwartz. Such shares were acquired upon the exercise of stock options at the price per share indicated in the above table pursuant to the 1994 Stock Option Plan of Bio-Rad.

Since the most recent filing of a statement on Schedule 13D, the following transactions have been effected by Norman D. Schwartz.

 

Date

   

No. of Shares of

Class B

Common Stock Acquired

(Disposed)

   

Type

   

Price Per Share

   

Ownership

8/01/07

    12,500    Restricted stock grant    —      Direct

2/05/08

    6,296    Stock option exercise    $39.60    Direct

2/28/08

    480    Gift    —      Direct

6/11/08

    12,500    Restricted stock grant    —      Direct

3/25/09

    800    Gift    —      Direct

The funds used for the direct purchase of shares of Class B Common Stock (as indicated in the table above) were available from personal funds of Norman D. Schwartz. Such shares were acquired upon the exercise of stock options at the price per share indicated in the above table pursuant to the 1994 Stock Option Plan of Bio-Rad. The shares of Class B Common Stock acquired on February 28, 2008 and March 25, 2009 were acquired by Norman D. Schwartz and his wife in equal amounts of one half each by gift from David Schwartz and Alice N. Schwartz.

Since the most recent filing of a statement on Schedule 13D, the following transactions have been effected by Steven D. Schwartz.

 

Date

   

No. of Shares of

Class B

Common Stock Acquired

(Disposed)

   

Type

   

Price Per Share

   

Ownership

2/28/08

    480    Gift    —      Direct

3/25/09

    800    Gift    —      Direct

 

7

The shares of Class B Common Stock acquired on February 28, 2008 and March 25, 2009 were acquired by Steven Schwartz and his wife in equal amounts of one half each by gift from David Schwartz and Alice N. Schwartz.

Item 4. Purpose of Transaction.

Item 4 to the Schedule 13D is hereby amended, in pertinent part, as follows:

The purpose of the Shareholders’ ownership of Bio-Rad shares has been control of the Company. The Shareholders control the management of the Company and may be deemed to be “parents” of the Company as that term is defined in the Rules and Regulations of the Commission.

Item 5. Interest in Securities of the Issuer.

Item 5 to the Schedule 13D is hereby amended, in pertinent part, as follows:

(a)-(b):

The Partnership:

The Partnership is the direct and beneficial owner of 4,060,054 shares of the Class B Common Stock with respect to which it has sole voting and dispositive power, representing 79.1% of the issued and outstanding Class B Common Stock.

David Schwartz and Alice N. Schwartz, Norman D. Schwartz and Steven D. Schwartz:

David Schwartz and Alice N. Schwartz, Norman D. Schwartz and Steven D. Schwartz have indirect beneficial ownership of the 4,060,054 shares of Class B Common Stock held by the Partnership, over which they have shared voting and dispositive power, as the result of their positions as general partners in the Partnership.

David Schwartz and Alice N. Schwartz are general partners in DANSA Partners Limited, a California limited partnership (“DANSA Partners”) which, from time to time, holds securities of the issuer. As general partners of the DANSA Partners, David Schwartz and Alice N. Schwartz have voting and dispositive power of the Limited Partnership’s shares. Currently, DANSA Partners holds 41,176 shares of Class B Common Stock. Separate from DANSA Partners, David Schwartz and Alice N. Schwartz are the beneficial owners of 391,700 shares of Class B Common Stock as individuals, over which they have sole voting power. In addition, David Schwartz has 159,958 shares of Class B Common Stock exercisable within sixty days pursuant to options and which constitute community property. As the result of the foregoing, David Schwartz and Alice N. Schwartz have beneficial ownership of an aggregate of 4,652,888 shares of Class B Common Stock, representing 87.9% of the issued and outstanding Class B Common Stock.

Norman D. Schwartz is a limited partner in DANSA Partners and has no voting or dispositive power over and disclaims beneficial ownership of the 41,176 shares of Class B Common Stock held by DANSA Partners. Currently, Norman D. Schwartz holds 88,574 shares of Class B Common Stock, but disclaims beneficial ownership with respect to 11,600 of such shares owned by Norman D. Schwartz’s wife. Norman D. Schwartz has 262,990 shares of Class B Common Stock exercisable within sixty days pursuant to options. As the result of and subject to the foregoing, Norman D. Schwartz is deemed to have beneficial ownership of an aggregate of 4,411,618 shares of Class B Common Stock, representing 81.8% of the issued and outstanding Class B Common Stock.

 

8

Steven D. Schwartz is a limited partner in DANSA Partners and has no voting or dispositive power over and disclaims beneficial ownership of the 41,176 shares of Class B Common Stock held by DANSA Partners. Currently, Steven D. Schwartz holds 14,840 shares of Class B Common Stock, but disclaims beneficial ownership with respect to 11,600 of such shares owned by Steven D. Schwartz’s wife. As the result of and subject to the foregoing, Steven D. Schwartz is deemed to have beneficial ownership of an aggregate of 4,074,894 shares of Class B Common Stock, representing 79.4% of the issued and outstanding Class B Common Stock.

(c): None.

(d)-(e): Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 to the Schedule 13D is hereby amended, in pertinent part, as follows:

David Schwartz owns beneficially 3,071,450 shares of the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company, representing approximately 13.8% of the issued and outstanding Class A Common Stock. This includes the following: 34,311 shares of Class A Common Stock held by the David and Alice N. Schwartz Charitable Remainder Unitrust, of which David and Alice N. Schwartz are the sole trustees; 98,747 shares of Class A Common Stock held by the David Schwartz 2008 Retained Annuity Trust, of which David Schwartz is the trustee and a third party is a special trustee who votes these shares; 825,208 shares of Class A Common Stock held by the David Schwartz 2009 Retained Annuity Trust, of which a third party is the trustee; 98,747 shares of Class A Common Stock held by the Alice N. Schwartz 2008 Retained Annuity Trust, of which Alice N. Schwartz is the trustee and a third party is a special trustee who votes these shares; and 825,208 shares of Class A Common Stock held by the Alice N. Schwartz 2009 Retained Annuity Trust, of which a third party is the trustee.

Norman D. Schwartz is the direct and beneficial owner of 262,120 shares of Class A Common Stock, representing approximately 1.2% of the issued and outstanding Class A Common Stock.

Steven D. Schwartz holds 215,564 shares of Class A Common Stock, but disclaims beneficial ownership with respect to 2,550 of such shares owned by Steven D. Schwartz’s wife. Steven D. Schwartz’s shares of Class A Common Stock represent approximately 1.0% of the issued and outstanding Class A Common Stock.

David Schwartz and Alice N. Schwartz are married and are the parents of Norman D. Schwartz and Steven D. Schwartz. By virtue of the Shareholders’ Class B Common Stock ownership, they control the management of the Company and may be deemed to be “control persons” of the Company as that term is defined in the Rules and Regulations of the Commission.

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1*    Agreement Among the Shareholders to File Joint Schedule 13D.
Exhibit 2*    Limited Partnership Agreement of Blue Raven Partners, L.P.

 

*  Incorporated by reference to Exhibits to our Schedule 13D filed with the Commission on January 13, 2000.

 

9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

Date: August 26, 2009

 

/s/    David Schwartz

David Schwartz, individually

/s/    Alice N. Schwartz

Alice N. Schwartz, individually

/s/    Norman D. Schwartz

Norman D. Schwartz, individually

/s/    Steven D. Schwartz

Steven D. Schwartz, individually
BLUE RAVEN PARTNERS, L.P.

/s/    David Schwartz

David Schwartz, General Partner

 

10

EXHIBIT INDEX

 

Exhibit 1*    Agreement Among the Shareholders to File Joint Schedule 13D.
Exhibit 2*    Limited Partnership Agreement of Blue Raven Partners, L.P.

 

* Incorporated by reference to Exhibits to our Schedule 13D filed with the Commission on January 13, 2000.

 

11