SC 13D 1 c58005sc13d.txt SCHEDULE 13D 1 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) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* QUIDEL CORPORATION -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 74838J101 -------------------------------------------------------------------------------- (CUSIP Number) Jack W. Schuler 28161 North Keith Drive Lake Forest, Illinois 60045 (847) 607-2066 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 11, 2000 -------------------------------------------------------------------------------- (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 / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). 2 CUSIP NO. 74838J101 13D PAGE 2 OF 6 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jack W. Schuler -------------------------------------------------------------------------------- 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) PF -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,773,306 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 114,625 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,773,306 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 114,625 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,887,931 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN -------------------------------------------------------------------------------- 3 CUSIP No. 74838J101 13D Page 3 of 6 ITEM 1. SECURITY AND ISSUER This Statement relates to shares of Common Stock, par value $0.001 per share ("Quidel Common Stock"), of Quidel Corporation, a Delaware corporation ("Quidel"). The principal executive offices of Quidel are located at 10165 Mckellar Court, San Diego, California 92121. ITEM 2. IDENTITY AND BACKGROUND This Statement is filed by Jack W. Schuler with respect to 1,887,931 shares of Quidel Common Stock, consisting of 1,773,306 shares that he owns directly and through three individual retirement accounts for his benefit and 114,625 shares owned by the Schuler Family Foundation, a tax-exempt private foundation of which Mr. Schuler is one of three directors. Mr. Schuler's business address is 28161 North Keith Drive, Lake Forest, Illinois 60045. Mr. Schuler is a private investor. He is also Chairman of the Board of Directors of Stericycle, Inc., 28161 North Keith Drive, Lake Forest, Illinois 60045, which is engaged in the collection, transportation and treatment of regulated medical waste, and Chairman of the Board of Directors of Ventana Medical Systems, Inc., 3865 North Business Center Drive, Tucson, Arizona 85705, which is engaged in the development, manufacture and marketing of instruments and consumables to automate diagnostic and drug discovery procedures in clinical histology and drug discovery laboratories. Mr. Schuler is a citizen of the United States. Mr. Schuler has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 The aggregate number of shares of Quidel Common Stock to which this Statement relates, and the aggregate purchase price of those shares (all of which were purchased through brokerage transactions in the open market), are as follows: Shares acquired directly 1,628,906 $6,108,397 Shares acquired by individual retirement accounts 144,400 767,542 Shares acquired by Schuler Family Foundation 114,625 515,812 --------- ---------- 1,887,931 7,391,751 Mr. Schuler used personal funds to acquire the shares of Quidel Common Stock that he acquired directly. The three individual retirement accounts for Mr. Schuler's benefit and the Schuler Family Foundation used cash on hand to acquire the shares of Quidel Common Stock that they respectively acquired. 4 CUSIP No. 74838J101 13D Page 4 of 6 ITEM 4. PURPOSE OF TRANSACTION The shares of Quidel Common Stock that Mr. Schuler acquired directly and indirectly through his individual retirement accounts, and the shares of Quidel Common Stock that the Schuler Family Foundation acquired, were acquired for and are being held for investment purposes. They were not acquired for the purpose of gaining control of Quidel. Mr. Schuler has no plans or proposals which relate to or could result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Schuler may from time to time review or reconsider his position and formulate plans or proposals which relate to or could result in one or more of such matters, but he has no present intention of doing so. Depending upon market conditions and other factors, in the future Mr. Schuler may consider the direct or indirect purchase of additional shares of Quidel Common Stock, or the sale or other disposition of some or all of his current shares, either through brokerage transactions in the open market, in privately negotiated transactions or otherwise. At present, however, he has no plans for the purchase of additional shares or the sale or other disposition of his current shares. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) Mr. Schuler beneficially owns 1,887,931 shares of Quidel Common Stock, representing 7.6% of the outstanding shares (determined on the basis of the outstanding shares of Quidel Common Stock reported in Quidel's Form 10-Q for the quarter ended June 30, 2000). (b) Mr. Schuler has the sole power to vote or to direct the vote, and the sole power to dispose or direct the disposition of, 1,773,306 shares of Quidel Common Stock, and he has the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition of, 114,625 shares of Quidel Common Stock. Mr. Schuler shares the voting and dispositive power with respect to the 114,625 shares of Quidel Common Stock held by the Schuler Family Foundation. As previously noted (see Item 2), Mr. Schuler is one of three directors of the Schuler Family Foundation. The other two directors are Mr. Schuler's wife, Renata Schuler, and his daughter, Tanya Schuler. (c) The following is a list of the purchases of shares of Quidel Common Stock during the 60-day period ending on October 11, 2000. All of these purchases were made through brokerage transactions in the open market: Date Number of Shares Price Per Share Mr. Schuler directly: September 19, 2000 32,000 $ 5.2288 September 20, 2000 21,000 4.8542 September 21, 2000 20,000 4.7500 5 CUSIP No. 74838J101 13D Page 5 of 6 September 22, 2000 200 4.6250 September 22, 2000 1,100 4.6250 September 22, 2000 500 4.6250 September 25, 2000 38,000 4.3478 September 26, 2000 25,000 4.2600 September 27, 2000 25,000 4.2500 September 29, 2000 8,000 4.2266 October 2, 2000 15,000 4.0083 October 5, 2000 2,500 3.9792 October 6, 2000 7,800 3.9734 October 11, 2000 3,350 3.8591 October 12, 2000 12,500 4.3438 October 13, 2000 8,000 4.5000 October 11, 2000 480,000 3.8750 Mr. Schuler's individual retirement accounts: September 1, 2000 5,000 $ 6.6250 September 1, 2000 900 6.4375 September 1, 2000 900 6.5000 September 1, 2000 100 6.5000 September 1, 2000 2,000 6.4375 September 1, 2000 1,000 6.5000 September 1, 2000 1,000 6.5000 September 5, 2000 500 6.3750 September 5, 2000 300 6.3750 September 5, 2000 100 6.3750 September 5, 2000 1,600 6.3750 September 5, 2000 1,000 6.1250 September 5, 2000 2,000 6.1875 September 5, 2000 1,000 6.2500 September 6, 2000 100 6.3750 September 6, 2000 100 6.3750 September 6, 2000 100 6.3750 September 6, 2000 100 6.3750 September 6, 2000 100 6.3750 September 7, 2000 3,000 6.3750 September 19, 2000 5,000 5.2288 September 19, 2000 13,000 5.2289 September 29, 2000 10,000 4.1288 October 3, 2000 6,000 3.9672 October 4, 2000 5,000 4.0000 October 5, 2000 5,000 3.9792 Schuler Family Foundation: 6 CUSIP No. 74838J101 13D Page 6 of 6 October 11, 2000 60,000 $ 3.8750 There were no sales or other dispositions of shares of Quidel Common Stock during this 60-day period. (d) The three individual retirement accounts and the Schuler Family Foundation each have the right to receive and the power to direct the receipt of dividends from, and the proceeds of sale from, the shares of Quidel Common Stock that they respectively hold. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Schuler and any other person with respect to securities of Quidel, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 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. Dated: October 23, 2000. /s/ Jack W. Schuler ----------------------------------- Jack W. Schuler