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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
DC 20549
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SCHEDULE
13D
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(Rule
13d-101)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
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RULE
13d-2(a)
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(Amendment
No. __________)*
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SERONO
S.A.
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(Name
of Issuer)
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Bearer
Shares, nominal value CHF 25 per share
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(Title
of Class of Securities)
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CINS: H32560106
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(CUSIP
Number)
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Thomas
J. Plotz, Esq.
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Pillsbury
Winthrop Shaw Pittman LLP
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2300
N Street, NW
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Washington,
D.C. 20037
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(202)
663-8000
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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June
17, 2005
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(Date
of Event Which Requires Filing of This Statement)
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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 o.
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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.
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(Continued
on following pages)
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(Page
1 of 11 Pages)
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CUSIP
No. CINS: H32560106
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13D
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Page
2 of 11 Pages
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|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ernesto
Bertarelli
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|
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
x
(SEE
INSTRUCTIONS) (b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
PF,
OO
|
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR
2(e) o
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|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
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|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
5,053,265
|
|
8
|
SHARED
VOTING POWER
-0-
|
|
|
9
|
SOLE
DISPOSITIVE POWER
5,053,265
|
|
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,053,265
|
|
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) o
|
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
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|
|
14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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|
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CUSIP
No. CINS: H32560106
|
13D
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Page
3 of 11 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bertarelli
& Cie
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
x
(SEE
INSTRUCTIONS) (b)
o
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
WC,
AF
|
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR
2(e) o
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
5,036,930
|
|
8
|
SHARED
VOTING POWER
-0-
|
|
|
9
|
SOLE
DISPOSITIVE POWER
5,036,930
|
|
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,036,930
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS) x
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.6%
|
|
|
14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
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Item
1.
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SECURITY
AND ISSUER
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Item
2.
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IDENTITY
AND BACKGROUND
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(a)
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The
names of the filing persons (the “Reporting Persons”)
are:
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(b)
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The
business address for Ernesto Bertarelli is c/o Serono International
S.A.,
15 bis, Chemin des Mines, Case Postale 54, CH-1211 Geneva 20, Switzerland.
The business address for Bertarelli & Cie is c/o Kedge Capital
(Suisse) S.A., Post Office Box 145, 2 Chemin des Mines, CH-1211 Geneva
20
Switzerland. See Schedule A hereto for information regarding the
other
Directors of Bertarelli & Cie.
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(c)
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Ernesto
Bertarelli’s principal occupation is Vice Chairman and Chief Executive
Officer of the Company, which is
a
biotechnology company. The Company’s principal business address is 15 bis,
Chemin des Mines, Case Postale 54, CH-1211 Geneva 20, Switzerland.
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|
The
principal business of Bertarelli & Cie is holding
participations
in selected Swiss and non-Swiss
companies, their management and their financing.
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See
Schedule A hereto for information regarding the other Directors of
Bertarelli & Cie.
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(d)
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During
the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors). See
Schedule A hereto for information regarding the other Directors of
Bertarelli & Cie.
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(e)
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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 as a result of which he or it was or is 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 violation with respect to such
laws. See
Schedule A hereto for information regarding the other Directors of
Bertarelli & Cie.
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(f)
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Ernesto
Bertarelli is a citizen of Switzerland. See
Schedule A hereto for information regarding the other Directors of
Bertarelli & Cie.
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| Item 3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
|
|
On
May 24, 2005, Bertarelli & Cie wrote Eurex-traded options to sell
410,000 Bearer Shares at CHF 875 per Bearer Share (“put options”) and
received premiums in an aggregate amount of CHF 43,208,110, or CHF
105.39
for each Bearer Share covered by the put options (net of brokers’
commissions and Eurex fees), for writing the put options. On June
17,
2005, the holder(s) of the put options exercised the put options
at their
stated exercise price of CHF 875 per Bearer Share (CHF 358,750,000
in
aggregate plus brokers’ commissions, Eurex fees and stamp tax in an
aggregate of CHF 318,826). Bertarelli & Cie used working capital
(including the aggregate premiums received on writing of the put
options)
and funds from a capital reduction of its wholly owned subsidiary,
Emfeld
Ltd, a Cayman Islands stock company, to meet its obligations under
the put
options. The effective net purchase price per Bearer Share, after
deduction of the premiums received on writing of the put options,
was CHF
769.61. Except for the 410,000 Bearer Shares acquired by Bertarelli
&
Cie on June 17, 2005, 35 Beurer shares acquired by Ernesto Bertarelli
under the Company's Directors Share Purchase Plan on May 3, 2005,
and options to acquire 16,300 Bearer Shares held by Ernesto
Bertarelli, all other Bearer Shares held by the Reporting Persons
and
reported on this Schedule 13D were acquired prior to the time the
Company
registered a class of equity securities under Section 12 of the Exchange
Act.
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| Item 4. |
PURPOSE
OF TRANSACTION
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| Item 5. |
INTEREST
IN SECURITIES OF THE ISSUER
|
| (a-b) |
With
respect to Ernesto Bertarelli:
|
|
(a)
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Amount
beneficially owned: 5,053,265 shares, including 5,036,930 shares
held by
Bertarelli & Cie and 16,300 shares that Mr. Bertarelli has the right
to acquire within 60 days after June 27, 2005 upon the exercise of
stock
options.
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(b)
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Percent
of class: 49.7%
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(c)
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Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
5,053,265
|
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(ii)
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Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
5,053,265
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
|
(a)
|
Amount
beneficially owned: 5,036,930
|
|
(b)
|
Percent
of class: 49.6%
|
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(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
5,036,930
|
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(ii)
|
Shared
power to vote or to direct the vote:
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 5,036,930
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
0
|
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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| Item 6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
|
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Number
of Options
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Exercise
Price in CHF
|
Expiration
Date
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1,200
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546.25
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04/01/2008
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1,200
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546.00
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04/01/2009
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1,600
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512.50
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06/10/2009
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1,200
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1,520.50
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04/01/2010
|
|
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2,600
|
1,346.00
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|
04/01/2011
|
|
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1,950
|
1,434.00
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|
04/01/2012
|
|
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2,500
|
649.00
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04/01/2013
|
|
|
200
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692.00
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05/13/2013
|
|
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3,750
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789.00
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04/01/2014
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|
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100
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772.00
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06/02/2015
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| Item 7. |
MATERIAL
TO BE FILED AS EXHIBITS
|
|
(1)
|
Joint
Acquisition Statement Pursuant to Rule
13d-1(k).
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*(2)
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Power
of Attorney of Ernesto Bertarelli.
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*(3)
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Power
of Attorney of Bertarelli &
Cie.
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(4)
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Articles
of Bertarelli & Cie, dated December 21,
2004.
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(5)
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Shareholders
Agreement of Bertarelli & Cie, dated June 16,
2005.
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SIGNATURE
|
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After
reasonable inquiry and to the best of my knowledge and belief, I
hereby
certify that the information set forth in this statement is true,
complete
and correct.
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Dated:
June 27, 2005
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*
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Ernesto
Bertarelli
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BERTARELLI
& CIE
|
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By:
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/s/
Thomas J. Plotz
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Name:
|
Thomas
J. Plotz
|
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Title:
|
Attorney-in-Fact
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*By:
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/s/
Thomas J. Plotz
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Thomas
J. Plotz, Attorney-in-Fact
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Name
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Citizenship
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Business
Address
|
Present
Principal Business Activity
|
Employer
|
|
Maria-Iris
Bertarelli
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Switzerland
|
c/o
Kedge Capital (Suisse) S.A., P.O. Box 145, 2 Chemin des Mines, CH-1211
Geneva 20, Switzerland
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Private
Investor
|
N/A
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Donata
Bertarelli Spaeth
|
Switzerland
|
c/o
Kedge Capital (Suisse) S.A., P.O. Box 145, 2 Chemin des Mines, CH-1211
Geneva 20, Switzerland
|
Chairwoman
|
Bertarelli
Foundation, a non-profit formed to promote understanding of human
inferitility
|
|
Georges
Muller
|
Switzerland
|
2
Avenue de Montbenon, 1002 Lausanne,
Switzerland
|
Attorney;
Company Director
|
Bourgeois,
Muller, Pidoux & Partners
|
|
Ernesto
Pinci
|
Italy
|
Via
di Porta Pinciana 34,
00187
Rome, Italy
|
Consultant
|
Self-Employed
|
|
Rodolfo
Bogni
|
Italy
|
10
Stanhope Gate
London,
W1K 1AL
United
Kingdom
|
Company
Director
|
Steadfast
Advisory Services Ltd
|