-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fe6n9lxx3fUezjKCrxTHFMDq2YQ0KG9ROmkcFm0P8LSL/eKpzxIUqetDUtKoHv7f 6poveF2+OU1yQOJm5nFYAg== 0000310158-95-000031.txt : 19951226 0000310158-95-000031.hdr.sgml : 19951226 ACCESSION NUMBER: 0000310158-95-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951222 SROS: BSE SROS: CSE SROS: NYSE SROS: PHLX SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACOPEIA INC CENTRAL INDEX KEY: 0001002388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330557266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44599 FILM NUMBER: 95603827 BUSINESS ADDRESS: STREET 1: 101 COLLEGE RD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094523600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING CORP CENTRAL INDEX KEY: 0000942443 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL RD CITY: KENILWORTH STATE: NJ ZIP: 07033 MAIL ADDRESS: STREET 1: 2000 GALLOPING HILL RD CITY: KENILWORTH STATE: NJ ZIP: 07033 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Pharmacopeia, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71713B104 (CUSIP Number) Kevin A. Quinn, Esq. Schering-Plough Corporation One Giralda Farms Madison, NJ 07940-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 1995 (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: Check the following box if a fee is being paid with this Statement: X SCHEDULE 13D CUSIP No. 71713B104 (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Schering Corporation (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) __ (b) __ (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) __ (6) CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey (7) SOLE VOTING POWER NUMBER OF SHARES 732,558 BENEFICIALLY OWNED BY EACH REPORTING (8) SHARED VOTING POWER PERSON WITH None (9) SOLE DISPOSITIVE POWER 732,558 (10) SHARED DISPOSITIVE POWER None (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 732,558 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* __ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.6% (14) TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. The class of equity securities to which this Statement on Schedule 13D relates is the common stock, $0.0001 par value (the "Common Stock"), of Pharmacopeia, Inc., a Delaware corporation (the "Issuer"), with its principal executive offices located at 101 College Road East, Princeton, New Jersey 08540. Item 2. Identity and Background. This Statement is being filed by Schering Corporation (the "Reporting Person"), a New Jersey corporation and a wholly owned subsidiary of Schering-Plough Corporation, a New Jersey corporation ("SPC"). The Reporting Person is engaged in the manufacturing and marketing of prescription drugs in the United States and has its principal office at 2000 Galloping Hill Road, Kenilworth, New Jersey 07033. SPC is a holding company whose operating subsidiaries are engaged in the discovery, development, manufacturing and marketing of pharmaceutical and health care products and has its principal office at One Giralda Farms, Madison, New Jersey 07940-1000. For information required by instruction C to Schedule 13D with respect to the directors and executive officers of the Reporting Person and SPC, reference is made to Schedule I attached hereto which is incorporated herein by reference. During the last five years, none of the Reporting Person, SPC nor any person named in Schedule I attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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. Item 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds required for the purchase of 732,558 shares of the Issuer's Common Stock was $14,000,000. The Reporting Person obtained such funds from working capital. Item 4. Purpose of Transaction. The Reporting Person purchased the shares of Common Stock of the Issuer for investment purposes. Item 5. Interest in Securities of the Issuer. (a) The Issuer's Registration Statement on Form S-1 filed with respect to its initial public offering of shares of Common Stock states that 9,651,013 shares of Common Stock were issued and outstanding immediately following the initial public offering on December 5, 1995. The Reporting Person is the beneficial owner of 732,558 shares of Common Stock, representing 7.6% of the outstanding shares of Common Stock. 232,558 shares of Common Stock were purchased on December 21, 1995. (b) The Reporting Person has sole power to vote or direct the vote and to dispose or direct the disposition of the shares of Common Stock stated to be beneficially owned by it in Item 5(a). (c) Except as described herein, none of the Reporting Person, SPC nor any other person referred to in Schedule I attached hereto has effected any transactions in the Common Stock during the past sixty days. (d) The Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock stated to be beneficially owned by it in Item 5(a). (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer. None of the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies; except that an affiliate of the Reporting Person is a party to a research collaboration agreement with the Issuer (the "Collaboration Agreement"). Pursuant to the Collaboration Agreement, the Reporting Person may be obligated to purchase $6,000,000 worth of Common Stock in December 1996 at a 20% premium above then-market value. The Reporting Person has certain demand and piggyback registration rights with respect to the shares of Common Stock held by it. A copy of the Collaboration Agreement is incorporated herein by reference as Exhibit 1. Item 7. Material to Be Filed as Exhibits. 1. Collaboration Agreement (incorporated by reference to Exhibit 10.11 of the Issuer's Registration Statement No. 33- 98246 on Form S-1 dated October 17, 1995). 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: December 21, 1995 SCHERING CORPORATION By: /s/ Kevin A. Quinn Kevin A. Quinn Secretary SCHEDULE I A. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING CORPORATION The name, business address and present principal occupation or employment of each of the directors and executive officers of Schering Corporation are set forth below. Each person identified below is employed by Schering Corporation. The business address of each person identified below is Schering Corporation, 2000 Galloping Hill Road, Kenilworth, New Jersey 07033. Directors are identified by an asterisk. Unless otherwise indicated below, all directors and executive officers listed below are citizens of the United States. Present Principal Occupation or Name and Citizenship Employment Robert E. Baldini Vice President; President, Key Pharmaceuticals Alfredo M. Blanco Vice President; Senior Vice President - Latin America, Far East and Middle East, Schering- Plough International E. S. Brokken, D.M.V. Vice President; Vice President - Research, Schering-Plough Research Institute Rodolfo C. Bryce* Vice President; President, Schering-Plough International Leonard Camarda Vice President; Senior Vice President, Health Care Strategy Raul E. Cesan* President and Chairman of the Board; President, Schering-Plough Pharmaceuticals J. Martin Comey Vice President; Vice President - Administration and Business Development Donald R. Conklin Vice President; President, Schering-Plough HealthCare Products Joseph C. Connors Vice President; Senior Vice President and General Counsel Hugh A. D'Andrade Vice President; Executive Vice President - Administration Eugene P. Desimone Controller; Senior Vice President, Planning & Administration, Schering Laboratories Martin Driscoll Vice President; Vice President - Key Pharmaceuticals Manfred Gebhard Vice President; Senior Director - Finance and Administration, Schering-Plough Animal Health Alexander Giaquinto, Vice President; Senior Vice President, PhD Worldwide Regulatory Affairs, Schering-Plough Research Institute Kathleen Hurtado Vice President; Vice President - Marketing & Sales Oncology/Biotech, Schering Laboratories Raman Kapur Vice President; Vice President - Generics, Schering Laboratories Raul Kohan Vice President; President, Schering-Plough Animal Health H-J. Kummer Vice President; Senior Vice President - Europe/Canada, Schering-Plough International Thomas C. Lauda Vice President; Senior Vice President, Global Marketing, Schering-Plough International Robert S. Lyons Vice President; Vice President - Corporate Information Services Paula Morgan Vice President; Vice President - Marketing/Sales Services, Schering Laboratories James R. Nelson Vice President; Staff Vice President and Associate General Counsel - Patents and Trademarks Daniel A. Nichols Vice President and Assistant Treasurer; Senior Vice President - Taxes John E. Nine Vice President; President, Schering Technical Operations - Schering-Plough Pharmaceuticals Gordon C. O'Brien Vice President; Senior Vice President - Human Resources Cecil B. Pickett Vice President; Executive Vice President - Discovery Research David Poorvin, PhD Vice President; Vice President - Business Development, Schering-Plough Pharmaceuticals Kevin A. Quinn Vice President and Secretary (See also Item B below) Bruce Rodda Vice President; Vice President - Research Administration, Schering-Plough Research Institute John P. Ryan Vice President; Vice President - Human Resources, Schering-Plough Pharmaceuticals Jonathan Spicehandler Vice President; President, Schering-Plough Research Institute Robert J. Spiegel, MD Vice President; Senior Vice President - Worldwide Clinical Research, Schering-Plough Research Institute David Stout* Vice President; President, Schering Laboratories Colin Turnbull Vice President; Vice President - Pharmacoeconomic and Scientific Affairs, Schering-Plough Pharmaceuticals Dennis White Vice President; Vice President - Managed Care, Schering-Plough Pharmaceuticals Anthony Wolfe Vice President; Vice President, Technical Operations, Schering-Plough International Jack L. Wyszomierski Vice President and Treasurer (See also Item B below) Richard Zahn Vice President; Senior Vice President - Marketing and Sales, Schering Laboratories B. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING-PLOUGH CORPORATION The name, business address and present principal occupation or employment of each of the directors and executives officers of Schering-Plough Corporation are set forth below. Unless otherwise indicated, each person identified below is employed by a subsidiary of Schering-Plough Corporation and the address of each individual identified below is Schering-Plough Corporation, One Giralda Farms, Madison, New Jersey 07940-1000. Directors are identified by an asterisk. Unless otherwise indicated below, all directors and executive officers listed below are citizens of the United States. Name and Address Present Principal Occupation or (Citizenship) Employment Hans W. Becherer* Chairman and Chief Executive Officer of Deere & Company Deere & Company (a manufacturer of mobil John Deere Road power machinery and a supplier of Moline, IL 61265 financial and health care services) Raul E. Cesan Executive Vice President; President of (Argentina) Schering-Plough Pharmaceuticals J. Martin Comey Vice President - Administration and Business Development Donald R. Conklin Executive Vice President; President of Schering-Plough HealthCare Products Joseph C. Connors Senior Vice President and General Counsel Hugh A. D'Andrade* Executive Vice President - Administration Geraldine U. Foster Senior Vice President - Investor Relations and Corporate Communications David C. Garfield* Retired Regina E. Herzlinger* Professor of Business Administration, Harvard Business School Harvard Business School Soldiers Field Road Baker Library 163 Boston, MA 02163 Harold R. Hiser, Jr. Executive Vice President - Finance Thomas H. Kelly Vice President and Controller Richard J. Kogan* President and Chief Operating Officer Robert P. Luciano* Chairman and Chief Executive Officer Robert S. Lyons Vice President - Corporate Information Services H. Barclay Morley* Retired General Carl E. Mundy Retired Daniel A. Nichols Senior Vice President - Taxes Gordon C. O'Brien Senior Vice President - Human Resources Richard de J. Osborne* Chairman, Chief Executive Officer and ASARCO, Inc. President of ASARCO Incorporated (non- 180 Maiden Lane ferrous metals producer) New York, NY 10038 Kevin A. Quinn Staff Vice President, Secretary and Associate General Counsel Patricia F. Russo* President, AT&T Global Business AT&T Global Business Communication Systems Communications Systems 211 Mt. Airy Road Room 3C151 Basking Ridge, NJ 07920 William A. Schreyer* Retired R. J. Ventres* Retired Robert F. W. van Oordt Chairman of the Executive Board, NV Koninklijke KNP BT NV Koninklijke KNP BT (producer of paper, Paalbergweg 2 board and packaging products, and 1105 AG Amsterdam ZO distributor of graphic paper, graphic and P.O. Box 23456 information systems and office products) 100 DZ Amsterdam ZO The Netherlands (The Netherlands) James Wood* Chairman and Chief Executive Officer of The Great Atlantic & The Great Atlantic & Pacific Tea Company, Pacific Tea Co., Inc. Inc. (supermarkets) 2 Paragon Drive Montvale, NJ 07645 Jack L. Wyszomierski Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----