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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE MEDICINES COMPANY
COMMON STOCK
584688-10-5
December 31, 2002
Gerald F. Roach, Esq.
Christopher B. Capel, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
150 Fayetteville Street Mall
Raleigh, North Carolina 27601
(919) 821-1220
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
x Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons 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).
13G/A | ||||||
CUSIP No. 584688-10-5 | ||||||
1. | Name of Reporting
Person: Quintiles Transnational Corp. |
I.R.S. Identification Nos. of above
persons (entities only): 56-1714315 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
JOINT FILING | ||||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: North Carolina |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: -0- | |||||
6. | Shared Voting Power: 2,062,520 | |||||
7. | Sole Dispositive Power: -0- | |||||
8. | Shared Dispositive Power: 2,062,520 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,062,520 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.25%1 | |||||
12. | Type of Reporting Person: CO | |||||
1 Calculated based on 39,299,967 shares of outstanding Common Stock of the Issuer on October 23, 2002, as reported in the Issuers Form 10-Q for the period ended September 30, 2002 and filed with the Securities and Exchange Commission on October 31, 2002.
2
13G/A | ||||||
CUSIP No. 584688-10-5 | ||||||
1. | Name of Reporting Person: PharmaBio Development Inc. |
I.R.S. Identification Nos. of above
persons (entities only): 56-2019326 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
JOINT FILING | ||||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: North Carolina |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: -0- | |||||
6. | Shared Voting Power: -0-2 | |||||
7. | Sole Dispositive Power: -0- | |||||
8. | Shared Dispositive Power: -0- | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
-0- |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: x |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 0% | |||||
12. | Type of Reporting Person: CO | |||||
2 On December 11, 2002, PharmaBio Development Inc., a wholly-owned subsidiary of Quintiles Transnational Corp., transferred all of the shares of the Issuers Common Stock held by it to QFinance, Inc., another wholly-owned subsidiary of Quintiles Transnational Corp.
3
13G/A | ||||||
CUSIP No. 584688-10-5 | ||||||
1. | Name of Reporting
Person: QFinance, Inc. |
I.R.S. Identification Nos. of above
persons (entities only): 62-1784909 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
JOINT FILING | ||||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: Delaware |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: -0- | |||||
6. | Shared Voting Power: 2,062,5203 | |||||
7. | Sole Dispositive Power: -0- | |||||
8. | Shared Dispositive Power: 2,062,520 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,062,520 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.25%4 | |||||
12. | Type of Reporting Person: CO | |||||
3 On December 11, 2002, PharmaBio Development Inc., a wholly-owned subsidiary of Quintiles Transnational Corp., transferred all of the shares of the Issuers Common Stock held by it to QFinance, Inc., another wholly-owned subsidiary of Quintiles Transnational Corp.
4
13G/A
Item 1. | |||
(a) | Name of Issuer: | ||
The Medicines Company (the Issuer) | |||
(b) | Address of Issuers Principal Executive Offices: | ||
One Cambridge Center, Cambridge, Massachusetts 02142 |
|||
Item 2. | |||
(a) | Name of Person Filing: | ||
This statement is filed jointly on behalf of Quintiles Transnational Corp. (Quintiles), PharmaBio Development Inc. (PharmaBio), a wholly-owned subsidiary of Quintiles, and QFinance, Inc. (QFinance), a wholly-owned subsidiary of Quintiles, pursuant to rule 13d-1(k)(1). | |||
(b) | Address of Principal Business Office or, if none, Residence: | ||
Quintiles principal business office is at
4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703.
PharmaBios principal business office address is c/o Quintiles Transnational Corp.,
4709 Creekstone Drive, Suite 200, Durham, North Carolina 27703.
QFinances principal business office address is c/o Quintiles
Transnational Corp., 4709 Creekstone Drive, Suite 200, Durham, North
Carolina 27703.
|
|||
(c) | Citizenship: | ||
Quintiles is a North Carolina
corporation. PharmaBio is also a North Carolina corporation. QFinance is a Delaware corporation. |
|||
(d) | Title of Class of Securities: | ||
Common stock, par value $0.01 per share (Common Stock). | |||
(e) | CUSIP Number: | ||
The Issuers CUSIP number is 584688-10-5. | |||
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
x | Not Applicable. | ||
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
5
13G/A
Item 4. | Ownership. | ||
(a) | Amount beneficially owned: 2,062,520 shares are owned by QFinance, a wholly-owned subsidiary of Quintiles. | ||
(b) | Percent of class: | ||
Such 2,062,520 shares are 5.25% of the Issuers Common Stock based on the 39,299,967 shares reported as outstanding as of October 23, 2002, as reported in the Issuers Form 10-Q for the period ended September 30, 2002 and filed with the Securities and Exchange Commission on October 31, 2002. | |||
(c) | Number of shares as to which the person has: | ||
(i) | Sole power to vote or to direct the vote: 0 | ||
(ii) | Shared power to vote or to direct the vote: 2,062,520 | ||
(iii) | Sole power to dispose or to direct the disposition of: 0 | ||
(iv) | Shared power to dispose or to direct the disposition of: 2,062,520 | ||
Item 5. | Ownership of Five Percent or Less of a Class. | ||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
Not Applicable | |||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
Not Applicable | |||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
Not Applicable | |||
Item 8. | Identification and Classification of Members of the Group. | ||
This Schedule 13G/A is filed jointly by Quintiles, by PharmaBio, a wholly-owned subsidiary of Quintiles, and by QFinance, a wholly-owned subsidiary of Quintiles. | |||
Item 9. | Notice of Dissolution of Group. | ||
Not Applicable |
6
13G/A
Item 10. | Certification. | ||
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.
Date: | February 14, 2003 |
Company Name(s): | |
QUINTILES TRANSNATIONAL CORP. | |
By: | /s/ John S. Russell |
Name: | John S. Russell |
Title: | Executive Vice President |
PHARMABIO DEVELOPMENT INC. | |
By: | /s/ Thomas C. Perkins |
Name: | Thomas C. Perkins |
Title: | Vice President |
QFINANCE, INC. | |
By: | /s/ Thomas C. Perkins |
Name: | Thomas C. Perkins |
Title: | President |
7
13G/A
EXHIBIT INDEX
Exhibit Number | Description | |
1 | Joint Filing Agreement between Quintiles Transnational Corp., PharmaBio Development Inc. and QFinance, Inc. |
8