United States Surgical Corp – ‘SC 13D’ on 3/11/96 re: United States Surgical Corp

As of:  Monday, 3/11/96   ·   Accession #:  950146-96-435   ·   File #:  5-16416

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              4     17K 

Document Table of Contents

SC 13D
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 

Alexion Pharmaceuticals, Inc. 
(Name of Issuer)

Common Stock, $.0001 par value per share
(Title of Class of Securities)

015351109 
(CUSIP Number)

Donald F. Crane, Jr.
Senior SEC Counsel
United States Surgical Corporation

February 29, 1996 
(Date of Event which requires Filing of this Statement
150 Glover Avenue 
Norwalk, Connecticut 06856
Telephone Number (203) 845-1000 
(Name, Address and Telephone Number of Person Authorized to 
 Receive Notices and Communications)
 February 29, 1996
 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 to this Schedule 13D, and is filing this   
schedule because of Rule 13d-I(b)(3) or (4), check the following box:[ ]        

Check the following box if a fee is being paid with the statement:[X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file 
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent of less of such          
Class.)(See Rule 13d-7.)                                                        

Note: Six copies of this statement, including all exhibits, should be filed     
with the  Commission.  See Rule 13d-1(a) 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 ("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).                                                                         

SC 13D
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SCHEDULE 13D

CUSIP NO. 015351109                                           Page 2 of 4 Pages 

1.   Name of Reporting Person                                                   

United States Surgical Corporation                                    

I.R.S. Identification No. of Above Person                             
13-2518270                                                            

2.   Check the Appropriate if a Member of a Group                               

Not Applicable                                                        

3.   SEC USE ONLY                                                               

4.   Source of Funds                                                            
WC                                                                    

5.   Check Box if Disclosure of Legal Proceedings is required pursuant to       
Items 2(d) or 2(e)                                                    

Not Applicable                                                        

6.   Citizenship or Place of Organization                                       

Delaware Corporation                                                  

Number of Shares Beneficially Owned by Each Reporting Person with:              

7.   Sole Voting Power - 657,142                                      
8.   Shared Voting Power - 0                                          
9.   Sole Dispositive Power - 657,142                                 
10.  Shared Dispositive Power - 0                                     

11.  Aggregate Amount Beneficially Owned by Each Reporting Person               

657,142 common shares                                                 

12.  Check Box if the Aggregate Amount in Row (11) excludes certain shares      

Not Applicable                                                        

13.  Percent of Class represented by Amount in Row (11)                         

9.41%                                                                 

14.  Type of Reporting Person                                                   

CO                                                                    

SC 13D
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                                                             Page 3 of 4 Pages

Item 1. Security and Issuer                                                     

Common Stock, $.0001 par value per share                              

Alexion Pharmaceuticals, Inc.                                         
25 Science Park, Suite 360                                            
New Haven, CT 06511                                                   

Item 2. Identity and Background                                                 

United States Surgical Corporation                                    
State of Organization: Delaware                                       
     Principal Business: Development, manufacturing and sale of surgical devices
Address of Principal Business:                                        
150 Glover Avenue                                                     
Norwalk, CT 06856                                                     
(d) No                                                                
(e) No                                                                

Item 3. Source and Amount of Funds or Other Consideration                       

Working Capital                                                       

Item 4. Purpose of Transaction                                                  

 Holding the Shares for investment purposes. The parties have separately
entered agreements related to development and distribution of certain of the    
Issuer's products by the Filing Person.                                         

Item 5. Interest in Securities of the Issuer                                    

657,142 shares of Common Stock, sole voting and investment power      

457,142 of such shares were acquired prior to the Issuer becoming a   
Reporting Person. The remaining 200,000 shares were acquired by the Filing      
Person on February 29, 1996, in the Issuer's initial public offering, the       
initial offering price of $8.25 per share, purchased from the underwriters of   
and on the same terms as other purchasers in the offering.                      

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect   
to Securities of the Issuer                                                     

 The Issuer has granted to the Filing Person certain registration rights
with respect to the shares of Common Stock reported herein. In addition, the    
Filing Person has agreed that it will not acquire greater than a ten percent    
(10%) beneficial ownership interest, computed on a fully diluted basis, in the  
Issuer or engage in a "Business Combination" (within the meaning of Section 203 
of the Delaware General Corporation Law) with the Issuer, without the prior     
written consent of the Issuer's Board of Directors.                             

SC 13D
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                                                             Page 4 of 4 Pages

Item 7. Material to be Filed as Exhibits                                        

1. Registration Agreement, dated December 4, 1992, by the Company for the       
benefit of certain individuals, as amended -- Exhibit 10.12 to Issuer's         
Registration Statement No. 333-00202 on Form S-1, originally filed January 9,   
1996. Incorporated herein by reference.                                         

2. Amendment to Registration Agreement, dated July 31, 1995, between the Issuer 
and the Filing Person -- Exhibit 10.13 to Issuer's Registration Statement No.   
333-00202 on Form S-1, originally filed January 9, 1996. Incorporated herein by 
reference.                                                                      

3. Stock Purchase Agreement, dated July 31, 1995, between the Issuer and the    
Filing Person -- Exhibit 10.16 to Issuer's Registration Statement No. 333-00202 
on Form S-1, filed January 9, 1996. Incorporated herein by reference.           

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.                                                                        

March 11, 1996                         /s/Thomas R. Bremer                      
------------------------------         -----------------------------------------
Date                                   Signature                                

                                       Senior Vice President and General Counsel
                                       -----------------------------------------
        Name/Title

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		3/11/96		4					None on these Dates
		2/29/96		1		3
		1/9/96		4
		7/31/95		4
		12/4/92		4
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