UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MDS Inc.
| (Name of Issuer) |
Common Stock, no par value
| (Title of Class of Securities) |
55269P302
| (CUSIP Number) |
Attila I. Bodi
Danaher Corporation
2099 Pennsylvania Avenue, N.W., 12th floor
Washington, DC 20006
(202) 419-7642
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
With a copy to:
Daniel E. Wolf
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
January 30, 2010
| (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 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).
| CUSIP No. 55269P302 | Schedule 13D | Page 2 of 6 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Danaher Corporation |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (See Instructions)
OO |
|||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (See Item 5) | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO |
| CUSIP No. 55269P302 | Schedule 13D | Page 3 of 6 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
DH Holdings Corp. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (See Instructions)
OO |
|||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0 (See Item 5) | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO |
| CUSIP No. 55269P302 | Schedule 13D | Page 4 of 6 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
DH Technologies Development Pte. Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS (See Instructions)
OO |
|||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 | |
| 8 SHARED VOTING POWER
0 (See Item 5) | ||
| 9 SOLE DISPOSITIVE POWER
0 | ||
| 10 SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5) |
|||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
|||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO |
| CUSIP No. 55269P302 | Schedule 13D | Page 5 of 6 |
This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed on September 10, 2009 (the “Original Schedule 13D”), by (i) Danaher Corporation, a Delaware corporation (“Danaher”), (ii) DH Holdings Corp., a Delaware corporation of which Danaher is the majority stockholder (“Holdings”), and (iii) DH Technologies Development Pte. Ltd., a private company limited by shares organized in Singapore and a direct, wholly-owned subsidiary of Holdings (“DH Technologies”) (collectively, the “Reporting Persons”), relating to the common stock, no par value (the “MDS Common Stock”), of MDS Inc., a company existing under the laws of Canada (the “Issuer”).
| Item 4. | Purpose of the Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph:
At a special meeting of shareholders held on October 20, 2009, shareholders of the Issuer approved the sale of Issuer’s Analytical Technologies business to DH Technologies. The sale was completed on January 30, 2010.
| Item 2. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety as follows:
| (a)-(b) | In connection with the consummation of the transactions contemplated by the Sale Agreement and the termination of the Support Agreements in accordance with their terms, the Reporting Persons no longer have beneficial ownership of any shares of MDS Common Stock. |
| (c) | None. |
| (d) | None. |
| (e) | Not applicable. |
| CUSIP No. 55269P302 | Schedule 13D | Page 6 of 6 |
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.
February 5, 2010
| DANAHER CORPORATION | ||
| By: | /s/ Daniel L. Comas | |
| Name: | Daniel L. Comas | |
| Title: | EVP and CFO | |
| DH HOLDINGS CORP. | ||
| By: | /s/ James F. O’Reilly | |
| Name: | James F. O’Reilly | |
| Title: | VP-Secretary | |
| DH TECHNOLOGIES DEVELOPMENT PTE. LTD. | ||
| By: | /s/ Frank T. McFaden | |
| Name: | Frank T. McFaden | |
| Title: | Director | |