UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*
Boston Biomedica, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
100560 10 1
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(CUSIP Number)
Nutter, McClennen & Fish, LLP
World Trade Center West
155 Seaport Boulevard
Boston, MA 02210-2604
Attn: Michael J. Bohnen, Esq.
617-439-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 25, 2003
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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 shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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* 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 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. 100560 10 1 SCHEDULE 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
R. Wayne Fritzsche
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (see Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 100560 10 1 SCHEDULE 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Russell B. Richerson, Ph.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (see Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,000
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 100560 10 1 SCHEDULE 13D Page 4 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard T. Schumacher
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 (see Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES 707,907
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 707,907
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
707,907
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
The class of equity securities to which this statement on Scheduled
13D (the "Statement") relates is the common stock, par value $.01 per share
(the "Common Stock") of Boston Biomedica, Inc., a Massachusetts corporation
(the "Issuer"). The principal executive offices of the Issuer are located
at 375 West Street, West Bridgewater, MA 02379.
Item 2. Identity and Background.
(a)-(c) This statement is being filed by a group of shareholders
of the Issuer acting as The Boston Biomedica Shareholders Committee (the
"Committee"). The Committee is an unincorporated association with a
principal place of business c/o Richard T. Schumacher, 65 Black Pond Lane,
Taunton, MA 02780. The following individuals (collectively, the "Reporting
Persons") constitute the Committee: R. Wayne Fritzsche, Russell B.
Richerson, Ph.D, and Richard T. Schumacher.
Mr. Fritzsche is Chief Executive Officer for Fritzsche & Associates,
Inc., a technology and strategic consulting firm. His address is 18925 St.
Laurent Drive, Lutz, FL 33558.
Dr. Richerson is a consultant to Prometheus Laboratories, Inc., a
specialty pharmaceutical and diagnostic company. His address is 5050 East
Gleneagles Drive, Tucson, AZ 85718.
Mr. Schumacher is the founder and former Chief Executive Officer of
the Issuer, and he currently is a director of the Issuer. His address is 65
Black Pond Lane, Taunton, MA 02780.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of the Reporting Persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in such person 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.
(f) All of the Reporting Persons are citizens of the United States
of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Fritzsche acquired all of the Common Stock reported by him in
Item 5 below as consideration for service on the Scientific Advisory Board
of the Issuer.
Dr. Richerson purchased 2,000 shares of the Common Stock reported by
him in Item 5 below in two separate open market purchases of 1,000 shares
each on or about November 9, 2000 and December 1, 2000 and used an
aggregate of $5,410 of personal funds for such purchases. Dr. Richerson
acquired the remainder of the Common Stock reported by him in Item 5 below
as consideration for service on the scientific Advisory Board of the
Issuer.
Mr. Schumacher purchased 632,907 shares of the Common Stock reported
by him in Item 5 below in connection with the founding of the Issuer and
used an aggregate of approximately $2,500 of personal funds for such
purchase. Mr. Schumacher purchased an additional 75,000 shares of the
Common Stock reported by him in Item 5 below pursuant to the exercise of
stock options and used an aggregate of approximately $122,500 of personal
funds for such purchase.
Item 4. Purpose of Transaction.
No shares of Common Stock reported in Item 5 below were acquired in
contemplation of the formation of the Committee.
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Mr. Schumacher has nominated Mr. Fritzsche and Dr. Richerson (the
"Nominees") for election as directors of the Issuer at the forthcoming
annual meeting of stockholders or special meeting in lieu of the annual
meeting. Each member of the Committee who is a stockholder of the Company
entitled to vote at such meeting intends to appear in person or by proxy at
the meeting to vote for the Nominees. The Nominees have agreed to support
Mr. Schumacher's reinstatement as Chief Executive Officer of the Company on
the same terms and conditions as were in effect prior to the termination of
his employment by the Company or such other reasonable terms as may be
approved by the Board of Directors. Mr. Schumacher has agreed to indemnify
the Nominees against any legal fees they incur in connection with any
claims that may be brought against them related to their nomination.
The Committee supports the engagement by the Issuer of William Blair
& Company, L.L.C., an investment banking firm, to advise the Issuer in the
evaluation of strategic opportunities aimed at increasing shareholder value
and increasing the capital needed for growth, as described in the Issuer's
Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
The Committee reserves the right to take or not take any action it
deems to be in its best interest or to change its intention as set forth in
this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Common Stock to which
this Statement relates is 715,907 shares, representing 10.4% of the shares
of Common Stock outstanding. The Reporting Persons beneficially own such
Common Stock as follows:
Name Shares of Common Stock % of Class
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R. Wayne Fritzsche (1) 3,000 0.0%
Russell B. Richerson, Ph.D (2) 5,000 0.0%
Richard T. Schumacher (3) 707,907 10.3%
TOTAL 715,907 10.4%
Includes 3,000 shares issuable pursuant to options that currently are
exercisable.
Includes 3,000 shares issuable pursuant to options that currently are
exercisable.
Includes 70,000 shares issuable pursuant to options that currently
are exercisable.
(b) Each of the Reporting Persons has the sole power to vote or
direct the vote and sole power to dispose or direct the disposition of the
Common Stock reported for such person, except that Dr. Richerson shares
voting and dispositive power with respect to 2,000 shares that are held by
the Richerson Living Trust dated 9/22/00, of which Dr. Richerson is a co-
trustee with his wife, with whom he shares voting and investment power over
these shares.
(c) During the past 60 days or since the most recent filing on
Schedule 13D, whichever is less, none of the Reporting Persons has effected
any transactions in the Common Stock.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. Schumacher has pledged 629,657 shares of the Common Stock
reported by him in Item 5 above to a financial institution as security for
a loan to an entity controlled by him. The loan is personally guaranteed by
Mr. Schumacher. The Issuer maintains a junior subordinated security interest
in these shares in connection with a $1 million payment made by it pursuant
to a guarantee of such loan.
Except as disclosed in Item 4 above or in this Item 6, none of the
Reporting Persons presently has any contracts, arrangements, understandings
or relationships with any other person with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
shares of Common Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
A Joint Filing Agreement among the Reporting Persons is attached
hereto as Exhibit A.
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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.
Date: April 4, 2003 R. Wayne Fritzsche
Russell B. Richerson, Ph.D.
Richard T. Schumacher
By: /s/ Richard T. Schumacher
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Richard T. Schumacher
Attorney-in-Fact
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Exhibit A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned persons hereby agree to the joint
filing on behalf of each of them a statement on Schedule 13D (including any
amendments thereto, the "Statement") with respect to the common stock, par
value $.01 per share, of Boston Biomedica, Inc. Furthermore, each party to
this Agreement expressly authorizes each other party to this Agreement to
file the Statement on his behalf. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one
and the same instrument.
Date: March 26, 2003 /s/ R. Wayne Fritzsche
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R. Wayne Fritzsche
Date: March 27, 2003 /s/ Russell B. Richerson
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Russell B. Richerson
Date: March 27, 2003 /s/ Richard T. Schumacher
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Richard T. Schumacher
9