SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1 )
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
c/o Luis Candelario
President
Nipro Medical Corporation
3150 N.W. 107th Avenue
Miami, Florida 33172
(305) 599-7174
Receive Notices and Communications)
Craig A. Roeder
Ryan M. Gwillim
Baker & McKenzie LLP
One Prudential Plaza
130 East Randolph Drive
Chicago, Illinois 60601
(312) 861-8000
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following boxo.
Note.Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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 (the “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. | 437080104 | 13D | Page | 2 | of | Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] Nipro Corporation | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
WC | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Japan | |||||||||||
SOLE VOTING POWER | |||||||||||
NUMBER OF | 16,293,824 | ||||||||||
SHARES | SHARED VOTING POWER | ||||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | SOLE DISPOSITIVE POWER | ||||||||||
REPORTING | |||||||||||
PERSON | 16,293,824 | ||||||||||
WITH | SHARED DISPOSITIVE POWER | ||||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
16,293,824 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
95.85% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
CO |
Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
March 12, 2010 NIPRO CORPORATION | ||||
By | /s/ Goichi Miyazumi | |||
Its Controller | ||||
Present Principal Occupation | ||||
or | Material Positions Held | |||
Name | Employment for Parent; | During the Past Five Years | ||
Minoru Sano | President | Past Five Years: Representative Director; President; Director of Nipro (Thailand) Corporation, Nipro Europe N.V., Nipro Medical Corporation, Nipro Asia PTE LTD, and Tohoku Nipro Pharmaceutical Corporation (Current Position); Chief Board Member of Nipro (Shanghai) Co., Ltd. and Shanghai Nissho Vacuum Flask Refill, Co., Ltd. (Current Position); Representative Director of Sanri Kosan (Current Position) | ||
Shigeki Tanaka | Senior Managing Director | April 2001: Accepted the Post of Senior Managing Director June 2006: Accepted Representative Director, the Post of Senior Managing Director (Current Position) Director of Nipro Medical Industries, Ltd., Nipro (Thailand) Corporation and Tohoku Nipro Pharmaceutical Corporation (current position) Board member of Nipro (Shanghai) Co., Ltd. and Shanghai Nissho Vacuum Flask Refill, Co., Ltd. (Current Position)” | ||
Yoshihiko Sano | Managing Director | April 2001: Accepted the Post of Director, Deputy manager, Domestic division June 2006: Accepted the Post of Managing Director, Domestic division (current position) April 2007: Accepted the Post of Director of Nipro (Thailand) Corporation (current position)” | ||
Makoto Sato | Managing Director | April 2001: Accepted the Post of Director, Chief of Pharmaceutical Research and Development Laboratory June 2006: Accepted the Post of Managing Director, Pharmaceutical Division (current position) June 2008: Accepted the Post of President at Nipro Pharma Corporation (current position) Director of Tohoku Nipro Pharmaceutical Corporation and Bipha Corporation for the last five years (Current Position) | ||
Kazuo Wakatsuki | Managing Director | April 2003: Accepted the Post of Director, International Division June 2008: Accepted the Post of Managing Director of International Division (current position) Director of Nipro (Thailand) Corporation, Nipro Medical Corporation, Nipro Asia PTE LTD for the last five years (current position) April 2009: Accepted the Post of Director of Nipro (Thailand) Corporation (current position)” |
Present Principal Occupation | ||||
or | Material Positions Held | |||
Name | Employment for Parent; | During the Past Five Years | ||
Masato Naganami | Director | Last five years: Director, Glass and Material Development Division Board member of Shanghai Nissho Vacuum Flask Refill, Co., Ltd. (Current Position) | ||
Akihiko Yamabe | Director | April 2004: Accepted the Post of Director, Accounting and planning division April 2009: Accepted the Post of Director, Accounting division (current position) Statutory auditor of Bipha Corporation for the last five years (current position) | ||
Noriaki Watanabe | Director | April 2003: Accepted the Post of Director, International Division (current position) | ||
Kiyotaka Yoshioka | Director | October 2003: Accepted the Post of Domestic (Capital Area) Sales Manager June 2006: Accepted the Post of Director, General Sales Manager of Domestic Division (current position) | ||
Toshiaki Masuda | Director | April 2003: Accepted the Post of Renal Sales Manager, Domestic Division July 2006: Accepted the Post of Renal Sales/High Tech Product Development Sales Manager, Domestic Division April 2008: Accepted the Post of General Product Development Sales Manager, Domestic Division June 2008: Accepted the Post of Director, General Product Development Sales Manager, Domestic Division November 2008: Accepted the Post of Director, General Product Development Sales Manager, Domestic Division -cum- Chief of Research and Development Laboratory (current position) | ||
Mitsutaka Ueda | Director | March 2008: Employee of the Company, Domestic Division April 2008: Accepted the Post of Product Development Sales/Medical Equipment Development Sales Deputy Manager, Domestic Division June 2009: Accepted the Post of Director (current position) | ||
Tsuyoshi Yamazaki | Director | January 2009: Employee of the Company, International Division February 2009: Accepted the Post of Nipro Brand Sales Deputy Manager, International Division June 2009: Accepted the Post of Director, Nipro Brand Sales Manager, International Division (current position) | ||
Yusuke Kofuku | Director | January 2009: Employee of Nipro Corporation, International Division February 2009: Accepted the Post of OEM Brand Sales Deputy Manager, International Division June 2009: Accepted the Post of Director, OEM Brand Sales Manager, International Division (current position) | ||
Masanobu Iwasa | Director | March 2006: Employee of Nipro Corporation, Glass and Material Development Division April 2006: Accepted the Post of Deputy Manager, Medical Promotion Department, Glass and Material Development Division April 2008: Accepted the Post of Manager, Medical Promotion Department, Glass and Material Development Division June 2009: Accepted the Post of Director, Manager, Medical Promotion Department, Glass and Material Development Division (current position) | ||
Toshiya Kai | Director | April 2002: Accepted the Post of Chief Formulation Researcher of Pharmaceutical Development Laboratory, Production and Development Division August 2007: Accepted the Post of Product Development |
Present Principal Occupation | ||||
or | Material Positions Held | |||
Name | Employment for Parent; | During the Past Five Years | ||
Division Pharmaceutical Research and Development Manager June 2008: Accepted the Post of Chief of Pharmaceutical Research and Development Laboratory, Production and Development Division June 2009: Accepted the Post of Director, Chief of Pharmaceutical Research and Development Laboratory, Production and Development Division (current position) January 2010: Accepted the Post of Representative Director of Tohoku Nipro Pharmaceutical Corporation (current position) | ||||
Hideo Okamoto | Director | September 2007: General Manager of Shanghai Vacuum Flask Refill, Co., Ltd. October 2007: Accepted the Post of Technical Expert Manager, Research and Development Laboratory Department 1, Production and Development Division June 2009: Accepted the Post of Director, Technical Expert Manager, Research and Development Laboratory Department 1, Production and Development Division (current position) | ||
Kyoetsu Kobayashi | Director | September 2003: Accepted the Post of Manager, Odate Factory Manufacturing Department 1, Production and Development Division Accepted the Post of Odate Factory manager, Production and Development Division Accepted the Post of Director, Odate Factory Manager, Production and Development Division (current position) | ||
Yozo Sawada | Director | April 2004: Accepted the Post of Manager, Intellectual Property Right Division June 2009: Accepted the Post of Director, Intellectual Property Right Division (current position) | ||
Kimihito Minoura | Director | April 2005: Accepted the Post of Section Manager, Accounting and Planning Division June 2009: Accepted the Post of Director, Corporate Planning and Coordination Division (current position) June 2007: Accepted the Post of Statutory Auditor of Nipro Genepha Corporation and Nipro Patch Co., Ltd. (current position) | ||
Hideto Nakamura | Director | April 2008: Employee of the company, Human Resource Division Accepted the Post of Deputy Manager, Human Resource Division Accepted the Post of Director, Human Resource Division (current position) |