-----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, CeX2MFhuNcb2bVEH5BJqdEzcOBeJRemRvyDmFS1hrLwrMftDLhxNoBWebfdqHhXI vwvPk4luUtTGuhYU5fzbRg== 0001169232-08-003063.txt : 20080814 0001169232-08-003063.hdr.sgml : 20080814 20080813175338 ACCESSION NUMBER: 0001169232-08-003063 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080814 DATE AS OF CHANGE: 20080813 GROUP MEMBERS: EL CORONADO HOLDINGS, L.L.C. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79837 FILM NUMBER: 081014658 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/A 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/A 1 d74790_sc13da.htm AMENDMENT NO. 2

SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page of Pages

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

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)

August 4, 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 of 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

 

757,000 Shares

 

8

SHARED VOTING POWER

 

2,859,792 Shares

 

9

SOLE DISPOSITIVE POWER

 

757,000 Shares

 

10

SHARED DISPOSITIVE POWER

 

2,859,792 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,616,792 Shares

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.16%

14

TYPE OF REPORTING PERSON

IN

 

 


SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page 3 of 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

WC

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

 

Not Applicable

 

8

SHARED VOTING POWER

 

2,859,792 Shares

 

9

SOLE DISPOSITIVE POWER

 

Not applicable

 

10

SHARED DISPOSITIVE POWER

 

2,859,792 Shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,859,792 Shares

12

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.61%

14

TYPE OF REPORTING PERSON

HC

 

 


SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page of Pages

 

 

ITEM 1.       Security and Issuer

 

This amendment No. 2 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 3, Item 4 and Item 5.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

(1)          Acting on behalf of ECH, Austin purchased from June 26, 2008 to July 22, 2008 a total of 106,046 shares of Common Stock in open market transactions for an aggregate consideration (exclusive of brokers’ commissions) of $394,375.98. The primary source of funds for these purchases was existing funds of ECH.

 

(2)          Acting on behalf of the Josiah & Valer Austin Family Revocable Trust, in his capacity as Trustee, Austin purchased from August 4, 2008 to August 8, 2008 a total of 657,900 shares of Common Stock in open market transactions for an aggregate consideration (exclusive of brokers’ commissions) of $1,919,760.17. The primary source of funds for these purchases was existing funds of the Trust.

 

 

All dollar amounts are in U.S. dollars.

 

Item 4.

Purpose of Transaction

 

The acquisitions of common stock to which this statement relates have been made for investment purposes. Austin, as sole Managing Member of ECH, will continually evaluate the business, financial conditions, and prospects of the Company, as well as conditions in the economy and the pharmaceutical industry in general, with a view toward determining whether to hold, decrease, or add to these investments in common stock. As part of that process, Austin may from time to time discuss with management of the Company, as well as other investors in the Company, steps that the Company may take to enhance shareholder value.

 

Item 5.

Interest in Securities of the Issuer

 

(a)          Austin is deemed beneficial owner of 3,616,792 shares of Common Stock in his capacity as Trustee for certain family trusts and as sole Managing Member of ECH. ECH is deemed beneficial owner of 2,859,792 shares of Common Stock. Based on the 29,745,100 shares of Common Stock outstanding as of July 28, 2008, as reported in the Company’s 10-Q filed on July 31, 2008, Austin and ECH’s deemed beneficial holdings represent, respectively, 12.16% and 9.61% of the Company’s Common Stock.

 

(b)          As Trustee for certain family trusts, Austin has the sole power to vote or to dispose or direct the disposition of 757,000 shares of Common Stock. As sole Managing Member of ECH, Austin shares with ECH the power to vote or dispose or to direct the disposition of 2,859,792 shares of Common Stock.

 

(c)          No transactions in the Company’s Common Stock have been effected by the Reporting Persons since June 23, 2008 except the following transactions, each of which was made in a broker's transaction in the open market. Prices do not include brokerage fees.

 

Reporting Person

Date

No. of Shares

Price Per Share

ECH

6/26/08

20,000

$3.9593

ECH

6/27/08

28,530

$3.9926

ECH

7/1/2008

3,600

$3.53

ECH

7/11/2008

800

$3.55

ECH

7/14/2008

3,500

$3.87

ECH

7/15/2008

5,000

$3.798

 

 


SCHEDULE 13D

 

CUSIP No. 7171EP101

 

Page of Pages

 

 

 

ECH

7/17/2008

10,000

$3.5681

ECH

7/18/2008

10,000

$3.5704

ECH

7/21/2008

5,000

$3.46

ECH

7/22/2008

19,616

$3.2888

Josiah & Valer Austin Family Revocable Trust

8/4/2008

310,700

$2.8156

Josiah & Valer Austin Family Revocable Trust

8/5/2008

22,700

$2.78

Josiah & Valer Austin Family Revocable Trust

8/6/2008

54,500

$3.0625

Josiah & Valer Austin Family Revocable Trust

8/8/2008

270,000

$3.0183

 

(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)

Not Applicable.

 

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: August 13, 2008

/s/ Josiah T. Austin

 

Josiah T. Austin,

 

Individually and as Sole Managing Member of ECH

 

 

 

 

 

 

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