UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Pharmanetics, Inc.
--------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
71713J107
(CUSIP Number)
Gregory Maloblocki, Esq.
Bayer Corporation
63 North Street
Medfield, MA
02052-1688
with a copy to:
Marilyn Mooney, Esq.
Fulbright & Jaworski L.L.P.
801 Pennsylvania Avenue, NW
Washington, D.C. 20004-2623
------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 2003
-------------------------------------------------------
(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 ss.ss. 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 this Schedule, including all exhibits. See Rule 240.13d-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. 71713J107 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayer Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,050,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,050,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 71713J107 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayer Aktiengesellshaft
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,050,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,050,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 71713J107 Page 4 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bayer HealthCare LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,050,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,050,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
14 TYPE OF REPORTING PERSON
00
CUSIP No. 71713J107 Page 5 of 6 Pages
Item 4. Purpose of Transaction.
On October 10, 2003, Bayer Corporation's (the "Company") representative
on the Issuer's board of directors resigned as a director. Pursuant to the
Common Stock Purchase Agreement dated April 23, 2001 between the Company and
the Issuer, as amended April 30, 2003 (the "Agreement"), the Company is
entitled to designate a new nominee for election by the board of directors to
serve until the immediately succeeding annual meeting of shareholders. The
Company has advised the Issuer that it does not currently plan to make such a
designation. Such a decision, however, does not constitute a waiver of the
Company's rights to so designate in the future prior to the next meeting of
shareholders at which directors will be elected, nor does it preclude the
Company from exercising its rights under the Agreement to designate a director
nominee in connection with the Issuer's next meeting of shareholders at which
directors will be elected.
CUSIP No. 71713J107 Page 6 of 6 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment to this statement is
true and correct.
Date: October 14, 2003 BAYER CORPORATION
By: /s/ Joseph A. Akers
-------------------------
Joseph A. Akers
Executive Vice President,
Chief Administrative and Financial Officer
BAYER HEALTHCARE LLC
By: /s/ Frank Wenzel
------------------------
Frank Wenzel
Vice President, Biltroller and
Chief Accounting Officer
BAYER AKTIENGESELLSHAFT
By: /s/ Klaus Kuehn
------------------------
Klaus Kuehn
Member, Board of Management