-----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, VhEazPl1NIR1TfM22yrm1cZIE2RXGjxkg26e5XdqnRrAatM58eWIffUaVAmUWCaJ M46xHny5Kjn+jobH7T85GQ== 0000943663-09-000002.txt : 20090102 0000943663-09-000002.hdr.sgml : 20090101 20090102164509 ACCESSION NUMBER: 0000943663-09-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090102 DATE AS OF CHANGE: 20090102 GROUP MEMBERS: EL CORONADO HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACOPEIA INC CENTRAL INDEX KEY: 0001273013 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 510418085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79837 FILM NUMBER: 09501930 BUSINESS ADDRESS: STREET 1: P.O. BOX 5350 CITY: PRINCETON STATE: NJ ZIP: 08543-5350 BUSINESS PHONE: 609-452-3600 MAIL ADDRESS: STREET 1: P.O. BOX 5350 CITY: PRINCETON STATE: NJ ZIP: 08543-5350 FORMER COMPANY: FORMER CONFORMED NAME: PHARMACOPEIA DRUG DISCOVERY INC DATE OF NAME CHANGE: 20031212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AUSTIN JOSIAH T CENTRAL INDEX KEY: 0000932267 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: EL CORANADO RANCH STREET 2: STAR ROUTE BOX 395 CITY: PEARCE STATE: AZ ZIP: 85625 BUSINESS PHONE: 214-520-1684 MAIL ADDRESS: STREET 1: 4673 CHRISTOPHER PLACE CITY: DALLAS STATE: TX ZIP: 75204 SC 13D 1 pharmacopeiasch13d.htm SCHEDULE 13D

SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page 1 of 5 Pages

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

PHARMACOPEIA, INC.

____________________________________________________________________________________

(Name of Issuer)

Common Stock, $0.01 par value

____________________________________________________________________________________

(Title of Class of Securities)

7171EP101

_______________________________________________________

(CUSIP Number)

David J. Harris, Esq., 1775 Eye Street, N.W. Washington, D.C. 20006 (202) 261-3385

____________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 23, 2008

______________________________________________________

(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(b)(3) or (4), check the following box   o.

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).

 


SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page 2 of 5 Pages

 

 

1

NAME OF REPORTING PERSON

Josiah T. Austin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o     (b) x

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

SOLE VOTING POWER

 

None

 

8

SHARED VOTING POWER

 

None

 

9

SOLE DISPOSITIVE POWER

 

None

 

10

SHARED DISPOSITIVE POWER

 

None

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES)o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00 %

14

TYPE OF REPORTING PERSON

IN

 

 


SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page 3 of 5 Pages

 

 

1

NAME OF REPORTING PERSON

El Coronado Holdings, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)  o     (b) x

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Arizona

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

SOLE VOTING POWER

 

None

 

8

SHARED VOTING POWER

 

None

 

9

SOLE DISPOSITIVE POWER

 

None

 

10

SHARED DISPOSITIVE POWER

 

None

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.00%

14

TYPE OF REPORTING PERSON

HC

 

 


SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page 4 of 5 Pages

 

 

Item 1.

Security and Issuer

 

This amendment No. 5 to the Statement on Schedule 13D heretofore filed on December 10, 2007 is filed with respect to the common stock, $0.01 par value (“Common Stock”), of Pharmacopeia, Inc. (the “Company”). The address of the Company is PO Box 5350, Princeton, New Jersey 08543-5350. This statement is being filed on behalf of Josiah T. Austin (“Austin”), a U.S. citizen, and El Coronado Holdings, LLC (“ECH”) an Arizona limited liability company whose principal place of business is 4673 Christopher Place, Dallas, Texas 75204 (collectively the “Reporting Persons”) to reflect the following amendments to Item 5.

 

Item 5.

Interest in Securities of the Issuer

 

 

(a)

As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock.

 

(b)        As of the date hereof, no Reporting Person has the sole or shared power to vote or to dispose or direct the disposition of any shares of Common Stock.

 

(c)        No transactions in the Company’s Common Stock have been effected by the Reporting Persons since November 3, 2008 except the following transactions. On December 23, 2008, the Company’s stockholders approved an Agreement and Plan of Merger, dated as of September 24, 2008 (the “Merger Agreement”), by and among the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), Margaux Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Ligand (“Margaux”), and Latour Acquisition, LLC, a Delaware corporation and wholly-owned subsidiary of Ligand (“Latour”), and the transactions contemplated by the Merger Agreement.

 

Pursuant to the Merger Agreement, on December 23, 2008, Margaux was merged with and into the Company (“Merger 1”), immediately followed by the merger of the Company, the surviving corporation of Merger 1, with and into Latour (“Merger 2”), with Latour continuing after Merger 2 as the surviving entity. At the effective time of Merger 1, each share of the Company’s Common Stock was cancelled and converted into the right to receive (i) 0.5985 shares of common stock, par value $0.001 per share, of Ligand, and (ii) $0.31 in cash, without interest and less any required withholding taxes. As a result of these transactions, the 4,109,964 shares of Common Stock beneficially owned by Austin and the 4,070,164 shares of Common Stock beneficially owned by ECH were cancelled and converted into the right to receive shares of Ligand and cash, as described above.

 

(d)        No person other than the Reporting Persons has any right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.

 

(e)        The Reporting Persons ceased to be the beneficial owners of any shares of Common Stock on December 23, 2008.

 


SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page 5 of 5 Pages

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Date: January 2, 2008

/s/ Josiah T. Austin

 

Josiah T. Austin,

 

Individually and as Sole Managing Member of ECH

 

 

 

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