TRINITY BIOTECH PLC — Major Shareholding Notification 1996

Sep 9, 1996

1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Selfcare, Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 00081631R1 (CUSIP Number) Ronan O'Caoimh Trinity Biotech plc 3 Rock Road Sandyford Industrial Estate Dublin 18, Ireland (011) 353 1 2955111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 28, 1996 (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 in the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement [x]. . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class Of securities described in item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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)) Page 1 of 12 Pages 2 CUSIP NO. 00081631R1 13D Page 2 of 12 Pages ---------- - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Flambelle Limited - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [x] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS AF, 00 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ireland - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 0 shares SHARES ____ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 778,622 shares EACH _____ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 shares WITH ____ 10. SHARED DISPOSITIVE POWER 778,622 shares - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 778,622 shares - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- -2- 3 CUSIP NO. 00081631 R1 13D Page 3 of 12 Pages ----------- - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Trinity Biotech plc - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (a) [x] (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS WC, 00 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Ireland - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 21,000 shares SHARES _______ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 778,622 shares EACH ______ REPORTING 9. SOLE DISPOSITIVE POWER PERSON 21,000 shares WITH ________ 10. SHARED DISPOSITIVE POWER 778,622 shares - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 799,622 shares - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.1% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ -3- 4 Item 1. Security and Issuer Page 4 of 12 Pages This statement relates to the shares ("Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), of Selfcare, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 200 Prospect Street, Waltham, Massachusetts, 02154. Item 2. Identity and Background This statement is being filed on behalf of Trinity Biotech plc ("Trinity") and its wholly-owned subsidiary, Flambelle Limited ("Flambelle"). Certain of the Shares of Common Stock of the Company beneficially owned by Flambelle and Trinity and reported herein are owned directly by Eastcourt Limited, a company incorporated in England and Wales ("Eastcourt"). Eastcourt is 50% owned by Flambelle and 50% by Enviromed plc ("Enviromed"). Eastcourt has advised Trinity and Flambelle that it will be filing a separate Schedule 13D (the "Eastcourt 13D") on or about the date hereof which may be consulted for further information regarding Eastcourt and Enviromed. (A) Trinity Biotech plc Trinity is incorporated in the Republic of Ireland. Its principal business is to acquire, develop and market diagnostic tests for the detection of infectious diseases and medical conditions. The address of Trinity's principal office and business is: Three Rock Road Sandyford Industrial Estate Dublin 18 Republic of Ireland. Trinity has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any civil proceeding resulting in its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Attached as Schedule A and incorporated by reference herein is a table setting forth the name, business address, present principal occupation and employer, and citizenship of each -4- 5 Page 5 of 12 Pages person who is a director or executive officer of Trinity. None of the persons listed on Schedule A has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any civil proceeding resulting in its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state (or any foreign) securities laws or finding any violations with respect to such laws. (2) Flambelle Limited Flambelle is incorporated in Ireland. Its principal business is to hold the shares of Eastcourt and to hold shares of the Company in trust for two beneficiaries, Trinity, and East Ridge Foundation, a Liechtenstein trust foundation ("East Ridge"). Neither Trinity, any subsidiaries of Trinity, nor any officers or directors of Trinity or its subsidiaries are officers, directors or stockholders of, or otherwise affiliated with, East Ridge. The address of Flambelle's principal office and business is: 15/16 Fitzwilliam Place Dublin 2 Republic of Ireland Flambelle has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any civil proceeding resulting in its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Attached as Schedule B and incorporated by reference herein is a table setting forth the name, business address, present principal occupation and employer, and citizenship of each person who is a director or executive officer of Flambelle. None of the persons listed on Schedule B has during the last five years been convicted n criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any civil proceeding resulting in its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state (or any foreign) securities laws or finding any violations with respect to such laws. -5- 6 Page 6 of 12 Pages Item 3. Source and Amount of Funds or Other Consideration Flambelle purchased 389,311 of the Shares reported herein (the "Flambelle Selfcare Shares") on August 28, 1996 directly from Enviromed in a private transaction for an aggregate purchase price of (pound sterling)500,000. The source of the funds was as follows: (i) (pound sterling)426,069 provided by TBI which amount was loaned to TBI from Trinity out of its working capital; (ii) (pound sterling)73,931 provided by East Ridge. Eastcourt purchased 389,311 Shares reported herein (the "Eastcourt Selfcare Shares") on August 28, 1996 from Enviromed in a private transaction for an aggregate purchase price of (pound sterling)500,000. Eastcourt secured an interest free loan of (pound sterling)500,000 from Flambelle to fund the purchase. The loan is due and payable upon the earlier of (a) the termination of the "Agreement" or (b) the exercise of the "Enviromed Call Option" (as such terms are defined below). The source of the funds received by Flambelle was as follows: (i) (pound sterling)426,069 provided by Trinity from its working capital and (pound sterling) 73,931 provided by East Ridge. On August 6, 1996, Trinity purchased 21,000 shares of the Company on the open market for an aggregate price of $178,500 which funds were from the working capital of Trinity. Item 4. Purpose of Transaction Trinity and Flambelle have acquired their interest in the Flambelle Selfcare Shares and the Eastcourt Selfcare Shares for investment purposes for the benefit of Trinity and Cambridge. Flambelle and Trinity may dispose of some or all of Flambelle Selfcare Shares, and subject to their arrangements with Eastcourt and Enviromed, the Eastcourt Selfcare Shares, at such time as they see fit, depending on, among other things, the status of a dispute with the Company regarding the ownership of such Shares, the ability of Flambelle to sell its Shares under Rule 144 or pursuant to other exemptions, under the Securities Act of 1933, price and general market conditions. Except as set forth above, neither Trinity nor Flambelle (nor, to the knowledge of Trinity and Flambelle, any of the persons listed on Schedules A or B) has any plans or proposals to take any action which relates to or may result in any of the items referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. -6- 7 Page 7 of 12 Pages Item 5. Interest in Securities of the issuer As of the date hereof, Flambelle beneficially owns 778,622 Shares, representing approximately 11.8% of the outstanding Shares of the Company. Pursuant to the arrangements described in Item 6, Flambelle may be deemed to share the power to vote and dispose of the 389,311 Eastcourt Selfcare Shares with Enviromed, Eastcourt and Trinity. In addition, based on an arrangement between Flambelle and Trinity that voting and investment decisions regarding the Flambelle Selfcare Shares will be made by Flambelle at the direction of the Board of Directors of Trinity, Flambelle may be deemed to share the power to vote and dispose of the 389,311 Flambelle Selfcare Shares with Trinity. As of the date hereof, Trinity may be deemed to beneficially own 799,622 Shares of the Company, representing approximately 12.1% of the Shares of the Company. Pursuant to its arrangements with Flambelle, Trinity may be deemed to share the power to vote and dispose of the 389,311 Flambelle Selfcare Shares with Flambelle, and pursuant to the arrangements described in Item 6, may be deemed to share the power to vote and dispose of the 389,311 Eastcourt Selfcare Shares with Flambelle, Eastcourt and Enviromed. Except as described in this Item 5 and in Items 3 and 6, Trinity and Flambelle have not engaged in any transactions in the Shares in the last 60 days. To Trinity and Flambelle's knowledge, none of the persons listed on Schedules A and B beneficially own any Shares or have engaged in any transactions in the Shares in the last 60 days, except for Mr. Ronan O'Caoimh, who beneficially owns 4,000 Shares, which he acquired on or about August 6, 1996 at a price of $8.50 per Share and Mr. James Walsh, who beneficially owns 71,185 Shares, which were acquired as follows: (i) 27,300 Shares purchased on December 19, 1995 at a price of $2.52 per Share; (ii) 5,800 Shares purchased on August 6, 1996 at a price of $8.50 per Share; and (iii) 38,085 shares received upon August 6, 1996 upon exercise of warrants issued in connection with a loan of $100,000 by Mr. Walsh to the Issuer. Until such time as one of the Options (as defined below) is exercised, Trinity and/or Flambelle will share with Eastcourt and Enviromed the right to receive or the power to direct the receipt of dividends or the proceeds of the sale of the Eastcourt Selfcare Shares. All statements contained herein regarding percentages of the outstanding Shares are based on the amount of Shares outstanding -7- 8 Page 8 of 12 Pages shown in the Company's recent Registration Statement on Form SB-2 (SEC Registration No. 333-4830 NY, declared effective on August 5, 1996). For purposes hereof, it has been assumed that the underwriters over-allotment option described therein was not exercised. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer On August 28, 1996, Enviromed, Eastcourt, Trinity and Flambelle entered into an Agreement Relating to Shares in Selfcare, Inc. (the "Agreement"), pursuant to which Enviromed sold (a) the Eastcourt Selfcare Shares to Eastcourt and (b) the Flambelle Selfcare Shares to Flambelle. Pursuant to Section 4.1 of the Agreement, each of Enviromed and Flambelle has the right to appoint one person to Eastcourt's two-person board of directors. As a result, the consent of both of Enviromed and Flambelle it required before Eastcourt can dispose of any of the Eastcourt Selfcare Shares. Pursuant to Clause 4.2 of the Agreement, Trinity and Flambelle have the power to direct the voting of the Eastcourt Selfcare Shares; provided, however, that Enviromed shall be able to direct the voting of the Eastcourt Selfcare Shares in relation to resolutions of the shareholders of the Company which relate to or may affect the "Enviromed Share Rights" (defined in Clause 1.1 of the Agreement to include Enviromed's rights of ownership in the Shares sold pursuant to the Agreement, and all related rights) or Enviromed (other than by reason of its interest in the Shares sold pursuant to the Agreement). Pursuant to the Agreement, Flambelle and Enviromed granted each other certain options (the "Options") with respect to their shares in Eastcourt, as follows: - Pursuant to Clause 5.1, Flambelle granted Enviromed a call option (the "Enviromed Call Option") to purchase Flambelle's 50% of the outstanding shares of Eastcourt. The exercise price for the Enviromed Call Option is (pound sterling) 50, provided that, within 60 days of the purchase, Enviromed must also procure that Eastcourt repays the Trinity Loan. - Pursuant to Clause 6.1, Flambelle granted Enviromed a put option (the "Enviromed Put Option") entitling Enviromed to require Flambelle to purchase Enviromed's 50% of the outstanding shares of Eastcourt for a purchase price of (pound)50. -8- 9 Page 9 of 12 Pages - Pursuant to Clause 6.5, Enviromed granted Flambelle a call option (the "Flambelle Call Option") to purchase Enviromed's 50% of the outstanding shares of Eastcourt. The Flambelle Call Option does not become exercisable unless and until both the Enviromed Call Option and the Enviromed Put Option have expired unexercised. The exercise price for the Flambelle Call Option is (pound sterling)50. - Pursuant to Clause 7.3 (among others) of the Agreement, the parties agreed to cooperate in connection with certain existing and potential litigation with the Company regarding the Enviromed Share Rights. - Pursuant to Clause 7.9 of the Agreement, Enviromed may direct the voting of the Flambelle Selfcare Shares under the circumstances in which it is entitled to direct the voting of the Eastcourt Selfcare Shares. Flambelle holds the Flambelle Selfcare Shares and its interest in Eastcourt in trust for the benefit of Trinity and East Ridge. All income, gain or loss derived from the Flambelle Selfcare Shares or Flambelle's interest in Eastcourt is to be shared by Trinity and Eastridge. Item 7. Material to Be Filed as Exhibits (1) The Agreement -9- 10 Page 10 of 12 Pages 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. September 6, 1996 TRINITY BIOTECH PLC BY: /s/ Ronan O'Caoimh ------------------------------ Name: Ronan O'Caoimh Title: Chief Executive Officer FLAMBELLE LIMITED BY: /s/ Ronan O'Caoimh ------------------------------ Name: Ronan O'Caoimh Title: President -10- 11 Page 11 of 12 Pages SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF TRINITY BIOTECH PLC Principal Occupation Name and Address Name and Title Citizenship of Employer Ronan O'Caoimh Irish Chief Executive Officer Chairman and Chief Trinity Biotech plc Executive Officer Three Rock Road Sandyford Industrial Estate Dublin 18, Ireland Denis Burger USA Partner Non-executive Director Sovereign Ventures 1 Southwest Columbia Portland, Oregon 97258 Brendan Farrell Irish President President and Director Trinity Biotech plc Three Rock Road Sandyford Industrial Estate Dublin 18, Ireland Jonathan O'Connell Irish Chief Financial Officer Chief Financial Officer Trinity Biotech plc and Director Three Rock Road Sandyford Industrial Estate Dublin 18, Ireland James Walsh Irish Chief Operating Officer Chief Operating Officer Trinity Biotech plc and Director Three Rock Road Sandyford Industrial Estate Dublin 18, Ireland 12 Page 12 of 12 Pages SCHEDULE B DIRECTORS AND EXECUTIVE OFFICERS OF FLAMBELLE LIMITED Principal Occupation and Name and Address Business Address Name and Title Citizenship of Employer (if Different) - -------------- ----------- -------------------- ---------------- Ronan O'Caoimh, Irish Director, same President and Trinity Biotech plc Director Three Rock Road Sandyford Industrial Estate Dublin 16 Republic of Ireland 13 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 AGREEMENT RELATING TO SHARES IN SELFCARE, INC.