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)
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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 6
CUSIP No. 03525Y 10 5 SCHEDULE 13G
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William A. Graham, IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(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 1,791,978 (See Item 4)
WITH
7 SOLE DISPOSITIVE POWER
1,791,978
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,791,978 (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
8.6% (See Item 4)
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:
William A. Graham, IV
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICES:
William A. Graham, IV
The Graham Company
One Penn Square West
Philadelphia, PA 19102
ITEM 2(C) CITIZENSHIP:
William A. Graham, IV:
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
(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)
Page 3 of 6
(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: 1,791,978 (1)
(b) Percent of class: 8.6%(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: 1,791,978(3)
(iii) Sole power to dispose or to direct the disposition of:
1,791,978(3)
(iv) Shared power to dispose or to direct the disposition of:
-0-
(1) Includes (i) 298,222 shares of Common Stock held by various trusts
in which Mr. Graham is the trustee, and (ii) options to purchase
56,169 shares of Common Stock held by Mr. Graham that may be exercised
within 60 days of January 23, 2006. Mr. Graham disclaims beneficial
ownership of the shares held in various trusts in which he is the
trustee.
(2) Calculated on the basis of 20,805,637 shares of Common Stock
outstanding on January 23, 2006.
(3) On December 16, 2005, Mr. Graham, along with certain other
stockholders of the Issuer, entered into a Stockholders Agreement (the
"Agreement") with Johnson & Johnson pursuant to which Mr. Graham
agreed to vote his 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, Mr. Graham
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granted to Johnson & Johnson and certain officers and authorized
representatives of Johnson & Johnson, an irrevocable proxy to vote his
shares in favor of approving and adopting the Merger Agreement. Mr.
Graham may vote his shares in his 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
ITEM 10 CERTIFICATION.
Not applicable
Page 5 of 6
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/ Richard A. Baron
-------------------------------------------
Name: Richard A. Baron,
Attorney in fact for William A. Graham, IV