UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)1
ANIMAS CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
03525Y 10 5
(CUSIP Number)
DECEMBER 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X|Rule 13d-1(d)
--------
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 the 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).
Page 1 of 8
CUSIP No. 03525Y 10 5 SCHEDULE 13G
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Katherine D. Crothall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,039,437 (See Item 4)
WITH
7 SOLE DISPOSITIVE POWER
3,039,437
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,039,437 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
Not Applicable.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.5% (See Item 4)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 03525Y 10 5 SCHEDULE 13G
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Graeme Crothall
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 3,039,437 (See Item 4)
WITH
7 SOLE DISPOSITIVE POWER
3,039,437
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,039,437 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|_|
Not Applicable.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.5%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1(A) NAME OF ISSUER:
Animas Corporation.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
200 Lawrence Drive
West Chester, PA 19380
ITEM 2 (A) NAME OF PERSON FILING:
Katherine D. Crothall
Graeme Crothall
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICES:
Katherine D. Crothall
c/o Animas Corporation
200 Lawrence Drive
West Chester, PA 19380
Graeme Crothall
c/o GCA Services Group, Inc.
300 Conshohocken State Road, Suite 650
Conshohocken, PA 19428
ITEM 2(C) CITIZENSHIP:
Katherine D. and Graeme Crothall:
United States of America
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E) CUSIP NUMBER:
03525Y 10 5
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act
Page 4 of 8
(d) [_] Investment company registered under Section 8 of the
Investment Company Act
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
Not applicable
ITEM 4 OWNERSHIP.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned: 3,039,437 (1)
(b) Percent of class: 14.5% (2)
(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: 3,039,437(3)
(iii) Sole power to dispose or to direct the disposition of:
3,039,437(3)
(iv) Shared power to dispose or to direct the disposition of:
-0-
(1) Represents (i) 1,236,837 shares of Common Stock held by Katherine
D. Crothall of record; (ii) 959,763 shares of Common Stock held by
Katherine D. Crothall as trustee of various trusts, which are for the
benefit of her children; (iii) 351,417 shares of Common Stock held by
Graeme A. Crothall of record; (iv) 313,917 shares of Common Stock held
by Graeme A. Crothall as trustee of various trusts, which are for the
benefit of his children; and (v) options to purchase 177,503 shares of
Common Stock that may be exercised within 60 days of January 23, 2006,
141,334 of which are held by Katherine D. Crothall (and of which Mr.
Crothall disclaims any beneficial ownership) and 36,169 are held by
Graeme A. Crothall (and of which Katherine D. Crothall disclaims any
Page 5 of 8
beneficial ownership). Graeme A. Crothall and Katherine D. Crothall
are husband and wife. Each has sole voting power (subject to Footnote
3) and sole dispositive power with respect to 3,039,437 shares.
Katherine D. Crothall disclaims beneficial ownership of the shares
held in the various trusts in which she is a trustee and the shares
held in various trusts in which Graeme A. Crothall is a trustee.
Graeme A. Crothall disclaims beneficial ownership of the shares held
in the various trusts in which he is a trustee and the shares held in
various trusts in which Katherine D. Crothall is a trustee.
(2) Calculated on the basis of 20,805,637 shares of Common Stock
outstanding on January 23, 2006.
(3) On December 16, 2005, each of Graeme A. Crothall and Katherine D.
Crothall, along with certain other stockholders of the Issuer, entered
into a Stockholders Agreement (the "Agreement") with Johnson & Johnson
pursuant to which Graeme A. Crothall and Katherine D. Crothall agreed
to vote their shares to approve and adopt the Merger Agreement dated
December 16, 2005, by and among the Issuer, Johnson and Johnson and
Emerald Merger Sub, Inc., a wholly owned subsidiary of Johnson &
Johnson, and to take other actions in furtherance of the consummation
of the merger. By executing the Agreement, Graeme A. Crothall and
Katherine D. Crothall granted to Johnson & Johnson and certain
officers and authorized representatives of Johnson & Johnson, an
irrevocable proxy to vote their shares in favor of approving and
adopting the Merger Agreement. Graeme A. Crothall and Katherine D.
Crothall may vote their shares in their sole discretion with respect
to any matter other than the merger.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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.
Not applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not applicable
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ITEM 10 CERTIFICATION.
Not applicable
Page 7 of 8
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: February 13, 2006
By: /s/ Katherine D. Crothall
------------------------------------
Name: Katherine D. Crothall
By: /s/ Graeme A. Crothall
------------------------------------
Name: Graeme A. Crothall
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