SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
VISICU, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
92831L 20 4
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(CUSIP NUMBER)
JOSEPH E. INNAMORATI
PHILIPS HOLDING USA INC.
1251 AVENUE OF THE AMERICAS, NEW YORK, NY 10020
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
DECEMBER 18, 2007
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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
[ ].
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SCHEDULE 13D
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CUSIP NO. 92831L 20 4
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1. NAME OF REPORTING PERSON: KONINKLIJKE
PHILIPS
ELECTRONICS
N.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) [_]
A GROUP (B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: NOT APPLICABLE
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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: THE
NETHERLANDS
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7. SOLE VOTING POWER: 0
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER: 10,033,971
OWNED BY SHARES
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 0
PERSON
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 10,033,971
SHARES
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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): 30.2%
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14. TYPE OF REPORTING PERSON: CO, HC
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SCHEDULE 13D
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CUSIP NO. 92831L 20 4
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1. NAME OF REPORTING PERSON: PHILIPS
HOLDING USA
INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF (A) [_]
A GROUP (B) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: NOT APPLICABLE
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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: DELAWARE
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7. SOLE VOTING POWER: 0
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER: 10,033,971
OWNED BY SHARES
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 0
PERSON
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 10,033,971
SHARES
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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): 30.2%
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14. TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER.
The name of the issuer is Visicu, Inc., a Delaware corporation (the
"Company"). The address of its principal executive offices is 217 East Redwood
Street, Suite 1900, Baltimore, Maryland 21202-3315. The title of the class of
equity securities to which this statement on Schedule 13D (this "Schedule 13D")
relates is the common stock of the Company, par value $0.0001 (the "Common
Stock").
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by Koninklijke Philips
Electronics, N.V., a corporation organized under the laws of The Netherlands
("Royal Philips"), and Philips Holding USA Inc., a Delaware corporation and a
wholly owned subsidiary of Royal Philips ("PHUSA" and, together with Royal
Philips, the "Reporting Persons").
(b) The principal business and principal office address of Royal
Philips is: Amstelplein 2, 1096 BC Amsterdam, The Netherlands. The principal
business and principal office address of PHUSA is: 1251 Avenue of the Americas,
New York, NY 10020.
(c) The principal business of each of the Reporting Persons is the
manufacture and distribution of electronic and electrical products, systems and
equipment, as well as information technology services.
(a)-(c); (f) The name, business address, present principal occupation
or employment, and the name and principal business of any corporation or other
organization in which such employment is conducted of each of the directors and
executive officers, as applicable, of the Reporting Persons is set forth in
Schedule I hereto. Except as otherwise indicated in Schedule I hereto, each
person listed in Schedule I hereto is a citizen of the United States.
(d)-(e) During the last five years, none of the Reporting Persons or,
to the knowledge of the Reporting Persons, any of the persons listed on Schedule
I hereto, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding 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.
This Item 2 is qualified in its entirety by reference to Schedule I
hereto which is incorporated herein by reference.
Page 4 of 12
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. The Reporting Persons acquired beneficial ownership of
the 10,033,971 shares of the Common Stock to which this Schedule 13D relates
(the "Subject Shares") pursuant to a Voting Agreement, dated as of December 18,
2007 (the "Voting Agreement"), among Partech U.S. Partners IV LLC, Multinvest
LLC, 45th Parallel LLC, Double Black Diamond II LLC, Cardinal Health Partners,
L.P. and Sterling Venture Partners, L.P., as stockholders of the Company (the
"Stockholders"), the Company, Ice Merger Sub, Inc., a wholly owned subsidiary of
PHUSA ("Merger Sub") and PHUSA, and pursuant to irrevocable proxies to be
delivered in accordance with the Voting Agreement. For a description of the
Voting Agreement, see "Item 4. Purpose of Transaction" below. The Voting
Agreement is filed as Exhibit 2 hereto and Exhibit 2 is specifically
incorporated herein by reference in response to this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
PHUSA, Merger Sub and the Company entered into an Agreement and Plan of
Merger, dated as of December 18, 2007 (the "Merger Agreement"), pursuant to
which the Company agreed to merge with Merger Sub (the "Merger"). The purpose of
the acquisition of beneficial ownership of the Subject Shares is to facilitate
the consummation of the Merger.
In order to induce PHUSA to enter into the Merger Agreement, the
Stockholders entered into the Voting Agreement with PHUSA on December 18, 2007.
Pursuant to the Voting Agreement, each of the Stockholders granted to PHUSA an
irrevocable proxy to vote such Stockholder's Covered Shares (as defined in the
Voting Agreement), as well as any other shares of the Common Stock of which such
Stockholder acquires beneficial ownership after the date of the Voting
Agreement, (i) in favor of the approval of the Merger, the Merger Agreement and
the other transactions contemplated by the Merger Agreement if a vote, consent
or other approval (including by written consent) with respect to any of the
foregoing is sought and (ii) against any (x) Acquisition Proposal (as defined in
the Merger Agreement), (y) amendment of the Company's certificate of
incorporation or bylaws or other proposal or transaction involving the Company,
which amendment or other proposal or transaction is reasonably likely to impede,
delay, frustrate, prevent, nullify or otherwise adversely affect the Merger, the
Merger Agreement or any of the other transactions contemplated by the Merger
Agreement or (z) action or agreement that would result in a breach in any
material respect of any representation, warranty, covenant or agreement of the
Company under the Merger Agreement or change in any manner the capitalization of
the Company or the voting rights of the Common Stock.
The foregoing descriptions of the Merger Agreement and the Voting
Agreement are qualified in their entirety by reference to the respective
agreements, copies of which are filed hereto as Exhibits 1 and 2, respectively.
Exhibits 1 and 2 are specifically incorporated herein by reference in response
to this Item 4.
Page 5 of 12
Following the consummation of the Merger, PHUSA expects that the Common
Stock will be delisted from NASDAQ and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934
(the "Act").
Except as set forth in this Schedule 13D, the Merger Agreement and the
Voting Agreement, none of the Reporting Persons or, to the best of the Reporting
Persons' knowledge, any of the individuals named in Schedule I hereto, has any
plans or proposals which relate to or which would result in or relate to any of
the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
The foregoing contains a description of relationships among the
Reporting Persons and the Stockholders under the Voting Agreement, but, pursuant
to Instructions For Cover Page (2) to Schedule 13D, is not an affirmation by the
Reporting Persons of the existence of a group for purposes of Section 13(d)(3)
or Section 13(g)(3) of the Act and Rule 13d-5(b)(1) thereunder.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Pursuant to the Voting Agreement, Royal Philips and PHUSA each
beneficially owns 10,033,971 shares of the Common Stock representing, based on
representations made by the Company in the Merger Agreement, approximately 30.2%
of the outstanding shares of the Common Stock.
Except as set forth in this Item 5, none of the Reporting Persons or,
to the best of the Reporting Persons' knowledge, any of the individuals named in
Schedule I hereto, beneficially owns any shares of the Common Stock.
(b) Pursuant to the Voting Agreement, each of the Reporting Persons has
shared power to vote 10,033,971 shares of the Common Stock with the
Stockholders.
The following information contained in this Item 5(b) with respect to
the Stockholders consists of information contained in representations contained
in the Voting Agreement and otherwise made by the Stockholders. While the
Reporting Persons have no reason to believe that such information was not
reliable as of its date, the Reporting Persons only accept responsibility for
accurately reproducing such information and accept no further or other
responsibility for such information. In addition, neither of the Reporting
Persons makes any representation or warranty with respect to the accuracy or
completeness of such information or any representation or warranty, and the
filing of this Schedule 13D shall not create any implication under any
circumstances, that there have been no events, or that there is no other
information, including events or information not yet publicly disclosed by any
of the Stockholders, which may affect the accuracy or completeness of such
information.
According to representations made by the Stockholders, the name, state
of organization, principal business, and principal business and office address
of each Stockholder is set forth in Schedule II hereto.
Page 6 of 12
To the Reporting Persons' knowledge, none of the Stockholders has,
during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
(c) Except with respect to the transactions contemplated by the Merger
Agreement and the Voting Agreement, including the Merger, which are described in
response to "Item 4. Purpose of Transaction" above and incorporated herein by
reference, none of the Reporting Persons or, to the best of the Reporting
Persons' knowledge, any of the individuals named in Schedule I hereto, has
effected any transaction in the Common Stock during the past 60 days. The
descriptions of the transactions contemplated by the Merger Agreement and the
Voting Agreement, including the Merger, are qualified in their entirety by
reference to the respective agreements, copies of which are filed hereto as
Exhibits 1 and 2, respectively. Exhibits 1 and 2 are specifically incorporated
herein by reference in answer to this Item 5.
(d) Except as set forth in this Item 5, no other person is known by the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
See "Item 4. Purpose of Transaction" for a description of the Merger
Agreement and the Voting Agreement, which are qualified in their entirety by
reference to the respective agreements, copies of which are filed hereto as
Exhibits 1 and 2, respectively. Exhibits 1 and 2 are specifically incorporated
herein by reference in answer to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated as of December
18, 2007, by and among Visicu, Inc., Philips
Holding USA Inc. and Ice Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Visicu, Inc. on
December 19, 2007)
Page 7 of 12
Exhibit 2 Voting Agreement, dated as of December 18, 2007, by
and among the stockholders listed on Schedule A
attached thereto, Visicu, Inc., Philips Holding
USA Inc. and Ice Merger Sub, Inc. (incorporated by
reference to Exhibit 99.1 to the Current Report on
Form 8-K filed by Visicu, Inc. on December 19, 2007)
Exhibit 3 Joint Filing Agreement, dated as of December 28,
2007, by and between Koninklijke Philips
Electronics, N.V. and Philips Holding USA Inc.
Page 8 of 12
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated as of December 28, 2007
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ Michael L. Manning
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Name: Michael L. Manning
Title: Attorney-in-Fact
PHILIPS HOLDING USA INC.
By: /s/ Michael L. Manning
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Name: Michael L. Manning
Title: Attorney-in-Fact
Page 9 of 12
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF KONINKLIJKE PHILIPS
ELECTRONICS, N.V. AND PHILIPS HOLDING USA INC.
The name, present principal occupation or employment, and the name of
any corporation or other organization in which such employment is conducted, of
each of the directors and executive officers of Koninklijke Philips Electronics,
N.V. ("Royal Philips") and Philips Holding USA Inc. ("PHUSA") is set forth
below. Except as set forth below, each of the directors and executive officers
of Royal Philips and PHUSA is a citizen of the United States. The business
address of each of the directors and executive officers of Royal Philips is
Amstelplein 2, 1096 BC Amsterdam, The Netherlands. The business address of each
director and executive officer of PHUSA is 1251 Avenue of the Americas, New
York, NY 10020. The principal business of each of Royal Philips and PHUSA is the
manufacture and distribution of electronic and electrical products, systems and
equipment, as well as information technology services.
ROYAL PHILIPS
Name Present Principal Occupation or Employment
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(Citizenship)
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Gerard J. Kleisterlee President, Chief Executive Officer, and Chairman of
(Dutch) the Board of Management and the Group Management
Committee of Royal Philips
Pierre-Jean Sivignon Executive Vice-President, Chief Financial Officer,
(French) and Member of the Board of Management and the Group
Management Committee of Royal Philips
Gottfried H. Dutine Executive Vice-President, and Member of the Board
(German) of Management and the Group Management Committee of
Royal Philips
Theo van Deursen Executive Vice-President, Chief Executive Officer
(Dutch) of Philips Lighting, and Member of the Board of
Management and the Group Management Committee of
Royal Philips
Steve Rusckowski Chief Executive Officer of Philips Medical Systems,
and Member of the Board of Management of Royal
Philips
Rudy Provoost Executive Vice-President, Chief Executive Officer
(Belgian) of Philips Consumer Electronics, and Member of the
Board of Management and the Group Management
Committee of Royal Philips
Andrea Ragnetti Executive Vice-President, Chief Marketing Officer
(Italian) and Chief Executive Officer of Philips Domestic
Appliances and Personal Care, and Member of the
Board of Management and the Group Management
Committee of Royal Philips
Page 10 of 12
Name Present Principal Occupation or Employment
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(Citizenship)
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W. de Kleuver Chairman of the Supervisory Board of Royal Philips
(Dutch)
L. Schweitzer Member of the Supervisory Board of Royal Philips
(French)
Sir Richard Greenbury Member of the Supervisory Board of Royal Philips
(British)
J-M. Hessels Member of the Supervisory Board of Royal Philips
(Dutch)
Prof. K.A.L.M. van Miert Member of the Supervisory Board of Royal Philips
(Belgian)
C.J.A. Van Lede Member of the Supervisory Board of Royal Philips
(Dutch)
J.M. Thompson Member of the Supervisory Board of Royal Philips
(Canadian)
E. Kist Member of the Supervisory Board of Royal Philips
(Dutch)
Wong Ngit Liong Member of the Supervisory Board of Royal Philips
(Singaporean)
J. J. Schiro Member of the Supervisory Board of Royal Philips
H. von Prondzynski Member of the Supervisory Board of Royal Philips
(German)
PHUSA
Name Present Principal Occupation or Employment
---- ------------------------------------------
Paul J. Zeven President and Chief Executive Officer of Philips
(Dutch) Holding USA Inc. and Philips Electronics North
American Corporation
Joseph E. Innamorati Senior Vice President, Secretary and Chief Legal
Officer of Philips Holding USA Inc. and Philips
Electronics North American Corporation
Pamela L. Dunlap Senior Vice President and Chief Financial Officer
of Philips Holding USA Inc. and Philips Electronics
North American Corporation
Page 11 of 12
SCHEDULE II
STOCKHOLDERS
The principal business, principal business and office address and place
of organization of each of the Stockholders is set forth below.
Principal Principal Business and Place of
--------- ---------------------- --------
Stockholder Business Office Address Organization
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Partech U.S. Venture Capital 1209 Orange Street, Delaware
Partners IV LLC Wilmington, DE 19801
Multinvest LLC Venture Capital Ugland House, South Cayman
Church Street, Georgetown, Islands
Grand Cayman, Cayman
Islands
45th Parallel LLC Venture Capital 1209 Orange Street, Delaware
Wilmington, DE 19801
Double Black Venture Capital Ugland House, South Cayman
Diamond II LLC Church Street, Georgetown, Islands
Grand Cayman, Cayman
Islands
Cardinal Health Venture Capital 600 Alexander Park, Delaware
Partners, L.P. Suite 204
Princeton, NJ 08540
Sterling Venture Venture Capital 6225 Smith Avenue, Delaware
Partners, L.P. Suite 210
Baltimore, MD 21209
Page 12 of 12