-----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, VYHkz5wBq7Oj8L3/bMJ1XCbMgJ7bNkkk80EfSrccE7BSPikqlueNvvGb3O66K9NP NUsH5FkCl1Fg+5hcmKbFXw== 0000889812-98-001558.txt : 19980623 0000889812-98-001558.hdr.sgml : 19980623 ACCESSION NUMBER: 0000889812-98-001558 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980622 SROS: NASD 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 13G SEC ACT: SEC FILE NUMBER: 005-44599 FILM NUMBER: 98651579 BUSINESS ADDRESS: STREET 1: 101 COLLEGE RD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094523600 MAIL ADDRESS: STREET 1: 101 COLLEGE RD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAW D E INVESTMENTS LP CENTRAL INDEX KEY: 0000933203 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133470777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 120 W 45TH ST 39TH FL. STREET 2: TOWER 45 CITY: NEW Y ORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 120 W 45TH ST 39TH FL STREET 2: TOWER 45 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 BENEFICIAL OF OWNERSHIP SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Pharmacopeia, Inc. (Name of Issuer) Pharmacopeia, Inc. Common Stock (Title of Class of Securities) 71713B104 (CUSIP Number) June 12, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 and 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). (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw Investment Group, L.P. 13-3544420 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware (5) SOLE VOTING POWER -0- NUMBER OF SHARES (6) SHARED VOTING POWER BENEFICIALLY OWNED BY 1,274,578.729 EACH REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH -0- (8) SHARED DISPOSITIVE POWER 1,274,578.729 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,274,578.729 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% (12) TYPE OF REPORTING PERSON ** PN ** SEE INSTRUCTIONS BEFORE FILLING OUT! (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David E. Shaw (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [x] (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION United States (5) SOLE VOTING POWER -0- NUMBER OF SHARES (6) SHARED VOTING POWER BENEFICIALLY OWNED BY 1,274,578.729 EACH REPORTING (7) SOLE DISPOSITIVE POWER PERSON WITH -0- (8) SHARED DISPOSITIVE POWER 1,274,578.729 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,274,578.729 (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.7% (12) TYPE OF REPORTING PERSON ** IN ** SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Pharmacopeia, Inc. (the "Company") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Princeton Forrestal Center, 101 College Road East, Princeton, NJ 08540 ITEM 2(a). NAME OF PERSON FILING: D. E. Shaw Investment Group, L.P. ("Inv Group LP") David E. Shaw ("David Shaw") ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE: 120 West 45th Street, 39th Floor, Tower 45, New York, NY 10036 ITEM 2(c). CITIZENSHIP: Inv Group LP is a limited partnership organized under the laws of the State of Delaware. David Shaw is a citizen of the United States. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Pharmacopeia, Inc. Common Stock ITEM 2(e). CUSIP NUMBER: 71713B104 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), 13d-2(b), OR 13d-3(b), or (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see item 7 (h) [ ] A Savings Association as defined in Section 3 (b) of the federal Deposit Insurance Act (12U.S.C. 1813); (i) [ ] A church Plan that is excluded from the definition of an investment company under section 3 (c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a -3); and (j) [ ] A Group, provided that all the members are persons specified in accordance section 240.13d-1(b)(1)(ii)(A) through (I) If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] ITEM 4. OWNERSHIP. (a) Amount beneficially owned: Inv Group LP 1,274,578.729 Shares David Shaw: 1,274,578.729 Shares (b) Percent of class: Inv Group LP: 6.7% David Shaw: 6.7% (based on the 18,932,343 Shares outstanding as of June 12, 1998, as confirmed by the Company on June 18, 1998) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote Inv Group LP: -0- David Shaw: -0- (ii) shared power to vote or to direct the vote Inv Group LP: 1,274,578.729 David Shaw: 1,274,578.729 (iii) sole power to dispose or to direct the disposition of Inv Group LP: -0- David Shaw: -0- (iv) shared power to dispose or to direct the disposition of Inv Group LP: 1,274,578.729 David Shaw: 1,274,578.729 David Shaw owns directly no Shares. By reason of Rule 13d-3 under the Securities Exchange Act of 1934 and by virtue of David Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., the general partner of D. E. Shaw & Co., L.P., itself the general partner of Inv Group LP, David Shaw may be deemed to own beneficially 1,274,578.729 Shares, comprising the 1,274,578.729 Shares owned directly by Inv Group LP. Therefore, David Shaw may be deemed to beneficially own approximately 6.7% of the outstanding Shares. David Shaw disclaims beneficial ownership of such 1,274,578.729 Shares. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. No person other than each respective owner and general partner referred to herein is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the Shares. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below D. E. Shaw Investment Group, L.P. and David E. Shaw certify that, to the best of their knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and, were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated January 14, 1997, granted by David Shaw in favor of Daniel Fishbane, is attached hereto. June 19, 1998 D. E. SHAW INVESTMENT GROUP, L. P. By: D.E. SHAW & CO., L.P., as General Partner By: /s/ Daniel Fishbane --------------------------- Managing Director DAVID E. SHAW By: /s/ Daniel Fishbane --------------------------- Attorney-in-Fact for David E. Shaw POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, DAVID E. SHAW, hereby make, constitute and appoint each of: Lou Salkind, Stu Steckler, Anne Dinning and Danny Fishbane, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name, my individual capacity and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P.) all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution and delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof. IN WITNESS WHEREOF, I have executed this instrument as of the date set forth below. Date: January 14, 1997 DAVID E. SHAW /s/ David E. 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