UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
SCHEDULE 13D/A
(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)
(AMENDMENT NO. 1)
INVERNESS MEDICAL INNOVATIONS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
46126P 10 6
(CUSIP Number)
RON ZWANZIGER
C/O INVERNESS MEDICAL INNOVATIONS, INC.
51 SAWYER ROAD, SUITE 200
WALTHAM, MA 02453
(781) 647-3900
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
MAY 28, 2002
(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 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-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
CUSIP No. 46126P 10 6 13D PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
RON ZWANZIGER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,319,009
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 3,319,009
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON 3,319,009
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.79%
14 TYPE OF REPORTING PERSON*
IN
CUSIP No. 46126P 10 6 13D PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
JANET M. ZWANZIGER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF/OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED KINGDOM
NUMBER OF SHARES 7 SOLE VOTING POWER 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 3,319,009
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 0
10 SHARED DISPOSITIVE POWER 3,319,009
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON 3,319,009
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.79%
14 TYPE OF REPORTING PERSON*
IN
CUSIP NO. 46126P 10 6 13D PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
ZWANZIGER FAMILY VENTURES, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF SHARES 7 SOLE VOTING POWER 1,786,283
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER 0
REPORTING PERSON
WITH 9 SOLE DISPOSITIVE POWER 1,786,283
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
REPORTING PERSON 1,786,283
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.99%
14 TYPE OF REPORTING PERSON*
OO
This Amendment No. 1 to Schedule 13D is filed by the undersigned to amend the
disclosures contained in Items 3, 4, 5, 6 and 7 of the Schedule 13D originally
filed on December 31, 2001 by Ron Zwanziger, Janet Zwanziger and Zwanziger
Family Ventures, LLC (the "Schedule 13D"). Unless specifically amended hereby,
the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized
terms used but not expressly defined herein shall have the meaning ascribed to
them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 21, 2001, pursuant to an Agreement and Plan of Split-Off and
Merger dated as of May 23, 2001 (the "Split-Off and Merger Agreement"),
Johnson & Johnson acquired Inverness Medical Technology, Inc. ("IMT") in
a merger transaction and, simultaneously, Inverness Medical Innovations,
Inc. ("Innovations"), formerly a majority-owned subsidiary of IMT, was
split off from IMT as a separate, publicly-traded company (the
"Split-Off and Merger"). At the effective time of the Split-Off and
Merger, the outstanding shares of IMT common stock were converted into
rights to receive shares of Johnson & Johnson common stock and shares of
Innovations common stock, and the outstanding options and warrants to
purchase shares of IMT common stock were converted into options and
warrants to purchase shares of Johnson & Johnson common stock and
options and warrants to purchase shares of Innovations common stock.
As a result of the conversions described above in connection with the
Split-Off and Merger, Ron Zwanziger acquired an aggregate of 14,450
shares of Innovations common stock and options to purchase an aggregate
of 282,485 shares of Innovations common stock, Janet M. Zwanziger
acquired an aggregate of 2,600 shares of Innovations common stock, and
Family Ventures acquired an aggregate of 117,428 shares of Innovations
common stock.
Pursuant to a Restricted Stock Agreement dated as of August 15, 2001
(the "Restricted Stock Agreement") between Ron Zwanziger and
Innovations, Ron Zwanziger purchased 152.741423722644 shares of
Innovations common stock for aggregate consideration consisting of cash
in the amount of $.15 and a Promissory Note dated August 16, 2001 (the
"Promissory Note") in the principal amount of $10,655,583.68 made by Mr.
Zwanziger in favor of Innovations. The cash portion of the purchase
price was paid with Mr. Zwanziger's personal funds. Copies of the
Restricted Stock Agreement and the Promissory Note are filed as EXHIBIT
1 and EXHIBIT 2, respectively, to the Schedule 13D and are incorporated
herein by reference. Immediately prior to the consummation of the
Split-Off and Merger, Innovations effected a stock split with respect to
the Innovations common stock (the "Stock Split"); as a result of the
Stock Split, the 152.741423722644 shares of Innovations common stock
owned by Mr. Zwanziger before giving effect to the Stock Split became
1,168,191 shares of Innovations common stock. See Item 6 below for
additional description of the terms of the Restricted Stock Agreement
and the Promissory Note.
On December 20, 2001, Family Ventures purchased 500,000 shares of Series
A Convertible Preferred Stock, par value $.001 per share, of Innovations
(the "Series A Preferred Stock") for a purchase price per share of $30
in cash and an aggregate purchase price of $15,000,000 in cash. As of
the date of this Schedule 13D/A, each share of Series A Preferred Stock
is convertible into two shares of Innovations common stock, and the
500,000 shares of Series A Preferred Stock beneficially owned by Family
Ventures are convertible into 1,000,000 shares of Innovations common
stock in the aggregate. The conversion rate is subject to adjustment
upon certain dilutive equity issuances by Innovations and events such as
stock splits, stock dividends and the like with respect to the
Innovations common stock. The source of funds for these purchases
consisted of cash contributed by one of the members of Family Ventures
and cash realized upon the sale of certain securities by Family
Ventures.
On December 20, 2001, Family Ventures purchased from Innovations a
subordinated promissory note in the principal amount of $10,000,000 (the
"Subordinated Note") and a warrant representing the right to purchase
27,594 shares of Innovations common stock; the aggregate consideration
paid by Family Ventures for such purchase consisted of cash in the
amount of $10,000,000. The source of funds for these purchases consisted
of cash contributed by one of the members of Family Ventures and cash
realized upon the sale of certain securities by Family Ventures. The
subordinated promissory note was repaid in full in cash by Innovations
on March 6, 2002.
On December 20, 2001, Innovations granted to Ron Zwanziger a
non-qualified employee stock option under the terms of Innovations' 2001
Stock Option and Incentive Plan for the purchase of 115,000 shares of
Innovations common stock; such grant was made in consideration of his
entry into the Lock Up Agreement described in Item 6 below. On December
20, 2001, Innovations granted to Family Ventures a warrant for the
purchase of 385,000 shares of Innovations common stock; such grant was
made in consideration of its entry into the Lock Up Agreement
(Page 5 of 10)
described in Item 6 below. Both the option and the warrant described in
this paragraph are immediately exercisable in full.
On December 21, 2001, Family Ventures purchased 156,263 shares of
Innovations common stock from Zwanziger Associates, LLC, a Delaware
limited liability company ("Zwanziger Associates"), whose managers are
Ron Zwanziger and Janet M. Zwanziger. The aggregate consideration
delivered by Family Ventures for such purchase was a cash payment to
Zwanziger Associates of $1,815,267, constituting a per share purchase
price of approximately $11.62. The source of funds for these purchases
consisted of cash contributed by one of the members of Family Ventures
and cash realized upon the sale of certain securities by Family
Ventures. On March 1, 2002, Ron Zwanziger voluntarily ceded options to
purchase 50,000 shares of Innovations common stock at a price of $17.15
per share in consideration of an agreement by Innovations that any
repurchases under the Restricted Stock Agreement would be at the then
current market price rather than at cost.
On May 28, 2002, Family Ventures purchased from Innovations, as part of
a registered public offering conducted by Innovations, 100,000 shares of
Innovations common stock at a purchase price per share of $23.00. The
aggregate consideration delivered by Family Ventures for such purchase
was a cash payment of $2,300,000. The source of funds for these
purchases consisted of cash contributed by one of the members of Family
Ventures.
ITEM 4. PURPOSE OF TRANSACTION.
All of the shares of Innovations common stock beneficially owned by Ron
Zwanziger, Janet M. Zwanziger and Family Ventures, as the case may be,
and reported in the Schedule 13D, as amended, were acquired for
investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Based upon information supplied by Innovations, 11,357,644 shares of
Innovations common stock were outstanding as of May 31, 2002.
Ron Zwanziger may be deemed to beneficially own an aggregate of
3,319,009 shares of Innovations common stock, which constitutes 25.79%
of such class of securities. This total includes 1,430,641 shares of
Innovations common stock registered in the name of Mr. Zwanziger and
options to purchase an aggregate of 99,485 additional shares of
Innovations common stock exercisable within 60 days of the date of
this statement on Schedule 13D/A also registered in the name of
Mr. Zwanziger. This total also includes the 1,786,283 shares of
Innovations common stock beneficially owned by Family Ventures as
described below, over which Mr. Zwanziger, as a manager of Family
Ventures, has voting and dispositive power. This total also includes
2,600 shares of Innovations common stock owned by Mr. Zwanziger's wife,
Janet M. Zwanziger, as to which he disclaims beneficial ownership. This
total excludes 9,450 shares of Innovations common stock owned by a
charitable foundation on whose board of directors Mr. Zwanziger and
Janet M. Zwanziger, along with three others, serve as directors. Both
Mr. Zwanziger and Janet M. Zwanziger have recused themselves from any
discussion or consideration of the charitable foundation's disposition
of these securities and they disclaim beneficial ownership of such
securities. This total also excludes 100,230 shares of Innovations
common stock held by a trust for the benefit of the family of
Mr. Zwanziger and Janet M. Zwanziger; neither Mr. Zwanziger nor
Janet M. Zwanziger is a trustee of such trust or has voting or
dispositive power over such securities, and they disclaim beneficial
ownership of such securities. Mr. Zwanziger's beneficial ownership
percentage reported above has been calculated giving effect to the
conversion of the 500,000 shares of Series A Preferred Stock and the
options and warrants to purchase Innovations common stock that may be
deemed to be beneficially owned by him and are reported in this
Schedule 13D, as amended, and without giving effect to conversion of
any of the other approximately 1,565,407 shares of Series A Preferred
Stock or any other options, warrants, rights, or conversion privileges
to purchase Innovations common stock outstanding on the date of this
statement on Schedule 13D/A.
Janet M. Zwanziger may be deemed to beneficially own an aggregate of
3,319,009 shares of Innovations common stock, which constitutes 25.79%
of such class of securities. This total includes the 1,786,283 shares of
Innovations common stock beneficially owned by Family Ventures as
described below, over which Ms. Zwanziger, as a manager of Family
Ventures, has voting and dispositive power. This total also includes
1,430,641 shares of Innovations common stock and options to purchase up
to 99,485 additional shares of Innovations common stock exercisable
within 60 days of the date of this statement on Schedule 13D/A that are
registered in the name of Ms. Zwanziger's husband, Ron Zwanziger, as to
which she disclaims beneficial ownership. Ms. Zwanziger's total
beneficial ownership excludes 9,450 shares of Innovations common stock
owned by a charitable foundation on whose board of directors
Ms. Zwanziger and Ron Zwanziger along with three others serve as
directors. Both Ms. Zwanziger and
(Page 6 of 10)
Ron Zwanziger have recused themselves from any discussion or
consideration of the charitable foundation's disposition of these
securities and they disclaim beneficial ownership of such securities.
Ms. Zwanziger's total beneficial ownership also excludes 100,230 shares
of Innovations common stock held by a trust for the benefit of the
family of Ms. Zwanziger and Ron Zwanziger; neither Ms. Zwanziger nor Ron
Zwanziger is a trustee of such trust or has voting or dispositive power
over such securities, and they disclaim beneficial ownership of such
securities. Ms. Zwanziger's beneficial ownership percentage reported
above has been calculated giving effect to the conversion of the 500,000
shares of Series A Preferred Stock and the options and warrants to
purchase Innovations common stock that may be deemed to be beneficially
owned by her and are reported in this Schedule 13D, as amended, and
without giving effect to conversion of any of the other approximately
1,565,407 shares of Series A Preferred Stock or any other options,
warrants, rights, or conversion privileges to purchase Innovations
common stock outstanding on the date of this statement on
Schedule 13D/A.
Family Ventures beneficially owns an aggregate of 1,786,283 shares of
Innovations common stock, which constitutes 13.99% of such class of
securities. This total includes an aggregate of 412,594 shares of
Innovations common stock issuable pursuant to warrants held by Family
Ventures to purchase shares of Innovations common stock that are
exercisable within 60 days of the date of this statement on Schedule
13D/A. This total includes shares of Series A Preferred Stock that may
be converted into 1,000,000 shares of Innovations common stock within
60 days of the date of this Schedule 13D. Family Ventures' beneficial
ownership percentage reported above has been calculated giving effect
to the conversion of the 500,000 shares of Series A Preferred Stock and
the warrants to purchase Innovations common stock beneficially owned by
it and reported in this Schedule 13D, as amended, and without giving
effect to conversion of any of the other approximately 1,565,407 shares
of Series A Preferred Stock or any other options, warrants, rights, or
conversion privileges to purchase Innovations common stock outstanding
on the date of this statement on Schedule 13D/A.
(b) Ron Zwanziger and Janet M. Zwanziger may be deemed to share voting
and dispositive power over all 3,319,009 shares of Innovations common
stock reported as beneficially owned by each of them in Item 5(a) above.
Family Ventures has sole power to vote and dispose of the 1,786,283
shares of Innovations common stock reported as beneficially owned by it
in Item 5(a) above.
(c) See the response to Item 3 above, as amended by this statement on
Schedule 13D/A, which response is incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 3 above, pursuant to the Restricted Stock
Agreement, Ron Zwanziger purchased 152.741423722644 shares of
Innovations common stock for aggregate consideration consisting of cash
in the amount of $.15 and the delivery of the Promissory Note. Pursuant
to a Pledge Agreement dated as of August 16, 2001 (the "Pledge
Agreement") between Mr. Zwanziger and Innovations, Mr. Zwanziger pledged
the shares purchased pursuant to the Restricted Stock Agreement to
Innovations as collateral to secure his obligations under the Promissory
Note. After giving effect to the Stock Split, the number of shares of
Innovations common stock subject to the terms and conditions of the
Restricted Stock Agreement, the Promissory Note and the Pledge Agreement
consist of 1,168,191 shares of Innovations common stock (the "Subject
Shares").
Under the Restricted Stock Agreement, one-third of the Subject Shares
(the "Four-Year Vesting Shares") are subject to a right of Innovations
to repurchase unvested Subject Shares upon a termination of Mr.
Zwanziger's employment with Innovations for any reason, including on
account of death, disability, retirement or discharge or resignation for
any reason, voluntary or involuntary, as described therein; the
Four-Year Vesting Shares vest in forty-eight equal monthly installments
commencing on November 30, 2001. Two-thirds of the Subject Shares (the
"Three-Year Vesting Shares") are subject to a right of Innovations to
repurchase unvested Subject Shares upon a termination of Mr. Zwanziger's
employment with Innovations for any reason (including retirement or
discharge or resignation for any reason), other than on account of
death, disability, termination without cause or constructive
termination, as described therein; the Three-Year Vesting Shares vest in
thirty-six equal monthly installments commencing on November 30, 2001.
Upon Mr. Zwanziger's death, disability, termination without cause or
constructive termination
(Page 7 of 10)
as described therein, all Three-Year Vesting Shares will vest in full.
Under the Restricted Stock Agreement the purchase price per share for
any such repurchase of Subject Shares by Innovations was to be the
purchase price per share paid by Mr. Zwanziger for the Subject Shares so
repurchased. However, as of March 1, 2002 Innovations agreed, in
consideration of Mr. Zwanziger ceding options to purchase 50,000 shares
of Innovations common stock, to repurchase shares pursuant to the
Restricted Stock Agreement at the market price of its common stock on
the date of Mr. Zwanziger's termination rather than at Mr. Zwanziger's
cost.
Mr. Zwanziger may not sell, pledge or otherwise transfer or dispose of
any Subject Shares that have not vested as described above, except to
certain of his family members, any trust for their benefit, any family
limited partnership or family limited liability company of which the
limited partners or members, as the case may be, consist solely of such
family members, and the estate, heirs and distibutees of Mr. Zwanziger
or any such permitted transferee.
The principal amount of the Promissory Note (the "Principal") is due and
payable on August 16, 2006, and interest on the unpaid balance of the
Principal accrues at the rate of 4.99% per annum, compounded annually,
and is payable on each anniversary of the date of the Promissory Note,
commencing on August 16, 2002, and at maturity. Mr. Zwanziger is also
obligated to pay the Principal and accrued interest thereon with the net
after-tax proceeds of any sale by him of any of the Subject Shares. Mr.
Zwanziger may also pay all or part of the Principal and accrued interest
thereon by delivering shares of the Innovations common stock held by Mr.
Zwanziger to Innovations for their fair market value at the time of
delivery, provided that the principal balance and interest owed under
any promissory note used to purchase such shares or secured in whole or
in part by such shares have been paid. Under the Promissory Note,
Innovations shall have recourse against (i) any assets of Mr. Zwanziger
up to (A) twenty-five percent (25%) of the Principal reduced by
twenty-five percent (25%) of each payment of Principal made by the Mr.
Zwanziger and (B) the full amount of accrued interest on the Principal
and (ii) the Restricted Shares, which have been pledged pursuant to the
Pledge Agreement. The Promissory Note was made by Mr. Zwanziger in favor
of Innovations in replacement of the full recourse promissory note dated
August 15, 2001 in the same principal amount made by Mr. Zwanziger in
favor of Innovations and referred to in the Restricted Stock Agreement.
Copies of the Restricted Stock Agreement, the Promissory Note and the
Pledge Agreement are attached to the Schedule 13D, as amended, as
EXHIBIT 1, EXHIBIT 2 and EXHIBIT 3, respectively, and are incorporated
herein by reference. The descriptions in the Schedule 13D, as amended,
of the Restricted Stock Agreement, the Promissory Note, the Pledge
Agreement and the transactions contemplated thereby do not purport to
be complete and are qualified in their entirety by reference to such
exhibits.
In connection with Innovations' entry into a Mezzanine Loan Agreement
dated December 20, 2001 (the "Mezzanine Loan Agreement") with Inverness
Medical Switzerland GmbH, RBS Mezzanine Limited ("RBS") as arranger and
agent, and certain banks and other parties, Mr. Zwanziger and Family
Ventures were required to enter into a Lock Up Agreement dated December
20, 2001 (the "Lock Up Agreement") with RBS. Pursuant to the Lock Up
Agreement, Mr. Zwanziger and Family Ventures agreed (i) during the
period from December 20, 2001 through December 20, 2004, not to sell,
pledge, transfer or otherwise dispose of (collectively, "Sell") any
shares of Innovations common stock or any options, warrants or other
securities exchangeable for or convertible into shares of Innovations
common stock (collectively, "Innovations Securities") beneficially owned
by them and (ii) during the period from December 20, 2004 through the
date on which Innovations has made full and final payment of all amounts
due under the Mezzanine Loan Agreement, not to Sell Innovations
Securities representing more than an aggregate of twenty-five percent
(25%) of the total number of shares of Innovations common stock
represented by all of Innovations Securities beneficially owned by them
on December 20, 2004, and not to Sell more than an aggregate of ten
percent (10%) of such number in any twelve (12) month period, provided
that neither Mr. Zwanziger nor Family Ventures may Sell any Innovations
Securities at any time that Innovations is in default under the
Mezzanine Loan Agreement. A copy of the Lock Up Agreement is attached to
the Schedule 13D, as amended, as EXHIBIT 4 and is incorporated herein
by reference. The description in the Schedule 13D, as amended, of the
Lock Up Agreement and the transactions contemplated thereby does not
purport to be complete and is qualified in its entirety by reference to
such exhibit.
At the date hereof, Ron Zwanziger and Janet M. Zwanziger have no formal
arrangement with respect to the securities of Innovations, but by virtue
of their marriage, they may coordinate decisions relating to those
securities, including decisions in their capacities as managers of
Family Ventures.
(Page 8 of 10)
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
*Exhibit 1 Restricted Stock Agreement dated as of August 15,
2001 between Ron Zwanziger and Inverness Medical
Innovations, Inc.
*Exhibit 2 Promissory Note dated August 16, 2001 made by Ron
Zwanziger in favor of Inverness Medical Innovations,
Inc.
*Exhibit 3 Pledge Agreement dated as of August 16, 2001 between
Ron Zwanziger and Inverness Medical Innovations, Inc.
*Exhibit 4 Lock Up Agreement dated December 20, 2001 among Ron
Zwanziger, Zwanziger Family Ventures, LLC and RBS
Mezzanine Limited
+Exhibit 5 Joint Filing Agreement
* Previously filed.
+ Filed herewith.
(Page 9 of 10)
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.
/s/ Ron Zwanziger Dated: June 6, 2002
--------------------------------------------
Ron Zwanziger
/s/ Janet M. Zwanziger Dated: June 6, 2002
--------------------------------------------
Janet M. Zwanziger
ZWANZIGER FAMILY VENTURES, LLC
By: /s/ Ron Zwanziger Dated: June 6, 2002
-----------------------------------------
Name: Ron Zwanziger
Title: Manager
(Page 10 of 10)