SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
CERUS CORPORATION
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(Name of Issuer)
COMMON SHARES $0.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
157085 10 1
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(CUSIP Number)
Jan Stern Reed
BAXTER INTERNATIONAL INC.
One Baxter Parkway
Deerfield, Illinois 60015
847.948.2212
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 2001
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(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 should include a signed original and five
(5) copies of the schedule. 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).
(Continued on following page(s))
CUSIP No. 157085 10 1
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NAMES OF REPORTING PERSONS
1 S.S or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
BAXTER INTERNATIONAL INC. ("Parent")
I.R.S Identification Number: 36-0781620
BAXTER HEALTHCARE CORPORATION ("Holder")
I.R.S Identification Number: 36-2604143
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instruction)
4
N/A
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 3(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 270,337
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
270,337
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
270,337
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.7%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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Page 2 of 6 Pages
CUSIP No. 157085 10 1
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This Amendment No. 3 to Schedule 13D (the "Amendment") relates to the holdings
of Baxter Healthcare Corporation, a Delaware corporation ("Holder") of common
stock, $0.001 par value per share ("Common Stock") of Cerus Corporation, a
Delaware corporation (the "Company"). The Amendment amends and supplements the
previously filed Schedule 13D, as amended, as follows:
Item 4. PURPOSE OF TRANSACTION. The following is hereby added to the end of
Item 4.
Holder disposed of 1,800,000 shares of Common Stock on June 29, 2001.
Holder contributed, in a private placement, 1,800,000 shares of Common
Stock to the Baxter International Inc. and Subsidiaries Pension Trust,
effective June 29, 2001, at the closing price of the Company's Common
Stock per share, on June 28, 2001, as reported in the NASDAQ national
market quotation service.
In addition, Section 4.2 of the Red Cell Agreement has been amended as
set forth in Exhibit 7.4, which Exhibit is incorporated herein by
reference.
Accounting Treatment
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The accounting gain from this disposition of Common Stock will be
substantially offset by impairment charges for non-strategic
investments and assets of Holder or Parent.
Item 5. INTEREST IN SECURITIES OF THE ISSUER:
Except as set forth herein, neither Holder, or Baxter International
Inc., a Delaware corporation (the "Parent"), nor, to the best of the
knowledge of Holder and Parent, any director or executive officer of
Holder or Parent beneficially owns any other shares of Common Stock of
the Company.
(a) As of July 2, 2001, Holder and Parent beneficially owned an
aggregate of 270,337 shares of Common Stock, which constitute
approximately 1.7% of the total number of presently outstanding
shares of Common Stock. No further reports will be made on behalf
of Holder or Parent.
(b) Holder and Parent share the power to vote and dispose of the
Common Stock.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
Item 6. CONTRACTS OR ARRANGEMENTS WITH RESPECT TO ISSUER SECURITIES.
The disclosure in Item 6 is amended to add this sentence at the end of
the final paragraph of this Section.
Section 4.2 of the Red Cell Agreement has been amended as set forth in
Exhibit 7.4, which Exhibit is incorporated herein by reference.
Page 3 of 6 Pages
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 7.4 Letter, dated June 28, 2001, amending Section 4.2 of that
certain Development, Manufacturing and Marketing
Agreement, effective as of April 1, 1996, and amended and
restated effective as of June 30, 1998 by and between
Baxter Healthcare Corporation and Cerus Corporation.
Page 4 of 6 Pages
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned corporations certifies that the information set forth in this
Statement is true, complete and correct.
Dated: July 2, 2001
BAXTER HEALTHCARE CORPORATION
By: /S/Jan Stern Reed
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Corporate Secretary
BAXTER INTERNATIONAL INC.
By: /S/Jan Stern Reed
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Corporate Secretary
Page 5 of 6 Pages