UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Celera Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
15100E106
(CUSIP Number)
ELIZABETH DELANEY
BVF PARTNERS L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
(312) 506-6500
ADAM W. FINERMAN, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
May 4, 2011
(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 §§ 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 § 240.13d-7 for other parties to whom copies are to be sent.
_______________
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 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).
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON BIOTECHNOLOGY VALUE FUND, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 3,351,702 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 3,351,702 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,351,702 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% | ||
14 | TYPE OF REPORTING PERSON PN |
2
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON BIOTECHNOLOGY VALUE FUND II, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 2,268,900 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 2,268,900 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,268,900 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% | ||
14 | TYPE OF REPORTING PERSON PN |
3
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON BVF INVESTMENTS, L.L.C. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 8,554,615 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 8,554,615 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,554,615 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% | ||
14 | TYPE OF REPORTING PERSON OO |
4
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON INVESTMENT 10, L.L.C. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION ILLINOIS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 963,675 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 963,675 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 963,675 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
14 | TYPE OF REPORTING PERSON OO |
5
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON BVF X LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 10,000 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 10,000 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
6
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON BVF PARTNERS L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 15,148,892 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 15,148,892 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,148,892 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% | ||
14 | TYPE OF REPORTING PERSON PN, IA |
7
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON BVF INC. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 15,148,892 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 15,148,892 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,148,892 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% | ||
14 | TYPE OF REPORTING PERSON CO |
8
CUSIP NO. 15100E106
1 | NAME OF REPORTING PERSON MARK N. LAMPERT | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 15,148,892 | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 15,148,892 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,148,892 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.4% | ||
14 | TYPE OF REPORTING PERSON IN |
9
CUSIP NO. 15100E106
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by BVF, BVF2, BVLLC, ILL10 and BVFX were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase cost of the 15,148,892 Shares beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and BVFX is approximately $112,635,491, including brokerage commissions.
Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
In connection with the completion of the tender offer by Quest Diagnostics Incorporated (“Quest”) for all of the issued and outstanding Shares for $8.00 per Share (the “Tender Offer”), the Reporting Persons are currently considering all of their available options with respect to their Shares including, among other options, exercising their appraisal rights in connection with the merger of the Issuer with a subsidiary of Quest (the “Merger”) and/or pursuing a claim for breach of fiduciary duty in connection with the Tender Offer and Merger. As previously disclosed, on May 2, 2011 BVF Partners L.P. filed a Notice of Intention to Object to Proposed Settlement with respect to the proposed settlement of the previously consolidated class action lawsuits filed in Delaware and California state courts relating to the agreement by Quest to acquire the Issuer (the “Lawsuit”), and currently intends to pursue the claims asserted in the Verified Consolidated Amended Class Action Complaint filed with respect to the Lawsuit, as well as other claims the Reporting Persons are investigating. The Reporting Persons also may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
There is no guarantee that the Reporting Persons will pursue any of the aforementioned actions and/or that any such actions will benefit other stockholders. The Reporting Persons reserve the right to change their intention with respect to any and all matters referred to in this Item 4 at any time.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) and (b) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 82,155,471 Shares outstanding, which is the total number of Shares outstanding as of March 16, 2011, as reported in the Issuer’s Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on March 28, 2011.
As of the close of business on May 5, 2011, BVF beneficially owned 3,351,702 Shares, BVF2 beneficially owned 2,268,900 Shares, BVLLC beneficially owned 8,554,615 Shares, ILL10 beneficially owned 963,675 Shares and BVFX beneficially owned 10,000 Shares, representing percentage ownership of approximately 4.1%, 2.8%, 10.4%, 1.2% and less than 1%, respectively, of the Shares outstanding.
10
CUSIP NO. 15100E106
As the general partner of BVF and BVF2, the manager of BVLLC, the investment adviser of ILL10 and the general partner, manager and investment adviser, as the case may be, of the members of BVFX, Partners may be deemed to beneficially own the 15,148,892 Shares beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and BVFX, representing percentage ownership of approximately 18.4% of the Shares outstanding. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the 15,148,892 Shares beneficially owned by Partners, representing percentage ownership of approximately 18.4% of the Shares outstanding.
Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 15,148,892 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 18.4% of the Shares outstanding.
(b) Each of BVF, BVF2, BVLLC, ILL10 and BVFX shares with Partners voting and dispositive power over the Shares each such entity beneficially owns. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 15,148,892 Shares they may be deemed to beneficially own with BVF, BVF2, BVLLC, ILL10 and BVFX.
Item 5(c) is hereby amended to add the following:
(c) Schedule A annexed hereto lists all transactions in securities of the Issuer since the filing of Amendment No. 4 to the Schedule 13D. All of such transactions were effected in the open market.
11
CUSIP NO. 15100E106
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 6, 2011
BIOTECHNOLOGY VALUE FUND, L.P. | INVESTMENT 10, L.L.C. | |||
By: | BVF Partners L.P., its general partner | By: | BVF Partners L.P., its investment manager | |
By: | BVF Inc., its general partner | By: | BVF Inc., its general partner | |
By: | /s/ Mark N. Lampert | By: | /s/ Mark N. Lampert | |
Mark N. Lampert | Mark N. Lampert | |||
President | President |
BIOTECHNOLOGY VALUE FUND II, L.P. | BVF X LLC | |||
By: | BVF Partners L.P., its general partner | By: | Biotechnology Value Fund, L.P., member | |
By: | BVF Inc., its general partner | By: | BVF Partners L.P., its general partner | |
By: | /s/ Mark N. Lampert | By: | BVF Inc., its general partner | |
Mark N. Lampert | ||||
President | By: | /s/ Mark N. Lampert | ||
Mark N. Lampert | ||||
President |
BVF INVESTMENTS, L.L.C. | BVF PARTNERS L.P. | |||
By: | BVF Partners L.P., its manager | By: | BVF Inc., its general partner | |
By: | BVF Inc., its general partner | By: | /s/ Mark N. Lampert | |
Mark N. Lampert | ||||
By: | /s/ Mark N. Lampert | President | ||
Mark N. Lampert | ||||
President |
BVF INC. | |||
/s/ Mark N. Lampert | By: | /s/ Mark N. Lampert | |
MARK N. LAMPERT | Mark N. Lampert | ||
President |
12
CUSIP NO. 15100E106
SCHEDULE A
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 4 to the Schedule 13D
Class of Security | Securities Purchased | Price ($) | Date of Purchase | |
BIOTECHNOLOGY VALUE FUND, L.P. | ||||
Common Stock | 548,000 | 8.0499 | 05/04/11 | |
Common Stock | 107,400 | 8.0463 | 05/05/11 | |
BIOTECHNOLOGY VALUE FUND II, L.P. | ||||
Common Stock | 379,000 | 8.0499 | 05/04/11 | |
Common Stock | 75,000 | 8.0463 | 05/05/11 | |
INVESTMENT 10, L.L.C. | ||||
Common Stock | 136,000 | 8.0499 | 05/04/11 | |
Common Stock | 27,000 | 8.0463 | 05/05/11 | |
BVF INVESTMENTS, L.L.C. | ||||
Common Stock | 1,313,000 | 8.0499 | 05/04/11 | |
Common Stock | 259,000 | 8.0463 | 05/05/11 |