-----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, M9EU7sllQd6xFZCNNAvV5Fxqdiipk4A4Kt+kBGXFtX82E0VrcwiOL7vuzO3Xj8XQ nvh1+Plk1kkr52CJw5avbQ== 0000942443-97-000001.txt : 19970106 0000942443-97-000001.hdr.sgml : 19970106 ACCESSION NUMBER: 0000942443-97-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970103 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORVAS INTERNATIONAL INC CENTRAL INDEX KEY: 0000882100 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330238812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42011 FILM NUMBER: 97500555 BUSINESS ADDRESS: STREET 1: 3030 SCIENCE PARK RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6194559800 MAIL ADDRESS: STREET 2: 3030 SCIENCE PARK ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING CORP CENTRAL INDEX KEY: 0000942443 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 221261880 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 GALLOPING HILL RD CITY: KENILWORTH STATE: NJ ZIP: 07033 BUSINESS PHONE: 2018227000 MAIL ADDRESS: STREET 1: ONE GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Corvas International, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 221005101 (CUSIP Number) William J. Silbey, Esq. Schering-Plough Corporation One Giralda Farms Madison, NJ 07940-1000 (201) 822-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 1994 (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: _____ SCHEDULE 13D CUSIP No. 221005101 (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 1,250,000 BENEFICIALLY OWNED BY EACH REPORTING (8) SHARED VOTING POWER PERSON WITH None (9) SOLE DISPOSITIVE POWER 1,250,000 (10) SHARED DISPOSITIVE POWER None (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _____ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.4% (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, no par value (the "Common Stock"), of Corvas International, Inc., a Delaware corporation (the "Issuer"), with its principal executive offices located at 3030 Science Park Road, San Diego, California 92121. 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 07930. 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 1,000,000 shares of the Issuer's Series A Convertible Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"), was $5 million. The Reporting Person obtained such funds from working capital. The aggregate amount of funds required for the purchase of 250,000 shares of the Issuer's Series B Convertible Preferred Stock, par value $.001 per share (the "Series B Preferred Stock"), was $2 million. The Reporting Person obtained such funds from working capital. Item 4. Purpose of Transaction. On December 19, 1994, the Reporting Person purchased 1,000,000 shares of Series A Preferred Stock from the Issuer pursuant to the terms of the Share Purchase Agreement, dated as of December 14, 1994 (the "Purchase Agreement"), between the Reporting Person and the Issuer. Each share of Series A Preferred Stock is convertible at the option of the holder into one share of Common Stock, subject to anti-dilution adjustments in the event that the Issuer combines or subdivides the Common Stock, declares a dividend or other distribution on the Common Stock payable in securities of the Issuer (other than Common Stock) or in securities of its subsidiaries or in the event of any reorganization or reclassification of the Issuer's capital stock. In addition, the Series A Preferred Stock will automatically be converted into Common Stock at the conversion rate then in effect upon the tenth consecutive trading day for which the average of the high and low sales prices per share of Common Stock on the Nasdaq National Market (or any national securities exchange on which the Common Stock is then traded) is equal to or greater than $7.50. The Series A Preferred Stock is entitled to dividends at the rate of $.40 per share per annum, subject to the foregoing anti- dilution adjustments, when, as and if declared by the Issuer's Board of Directors. Dividends on the Series A Preferred Stock are cumulative and accrue annually on the Series A Preferred Stock, whether or not earned or declared. The Series A Preferred Stock votes together with the Common Stock as a single class. Each share of Series A Preferred Stock is entitled to that number of votes equal to the number of shares of Common Stock into which such share could then be converted. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Issuer, the holders of Series A Preferred Stock are entitled to be paid, pro rata, out of the assets of the Issuer available for distribution to its shareholders, before any payment is made in respect of any other class or series of stock ranking junior to the Series A Preferred Stock, an amount equal to $5.00 per share, plus any declared but unpaid dividends on such share, and no more. Subject to the terms and conditions of the Purchase Agreement, in the event that the Reporting Person exercised the Option, the Reporting Person had agreed to purchase up to an additional 250,000 shares of the Issuer's capital stock having an aggregate value of $2,000,000 as follows: (a) In the event that the average of the high and low sales prices per share of Common Stock on the Nasdaq National Market (or any national securities exchange on which the Common Stock is then traded) for the five consecutive trading days ending on the second trading day immediately prior to the date of the closing (the "Option Closing") under the Option (the "Average Issuer Price") was equal to or greater than $8.00, then at the Option Closing the Reporting Person was required to purchase that number of shares of Common Stock having an aggregate value of $2,000,000 at a price per share equal to the Average Issuer Price; or (b) In the event that the Average Issuer Price was less than $8.00, then at the Option Closing the Reporting Person was required to purchase 250,000 shares of Series B Convertible Preferred Stock, par value $.001 per share, of the Issuer at a price of $8.00 per share. The terms of the Series B Preferred Stock would be substantially identical to the terms of the Series A Preferred Stock, including the convertibility of such shares into shares of Common Stock. On December 13, 1996, the Reporting Person exercised the Option, and on December 23, 1996 the Reporting Person purchased 250,000 shares of Series B Preferred Stock from the Issuer. Except as described above, pursuant to the terms of the Purchase Agreement, the Reporting Person is prohibited from directly or indirectly acquiring, or offering or agreeing to acquire, shares of Common Stock, any securities convertible into or exchangeable for Common Stock or any other right to acquire Common Stock without the prior written consent of the Issuer, except that the Reporting Person may purchase securities of the Issuer to the extent necessary to maintain its pro rata percentage ownership of the Issuer's outstanding capital stock. In addition, pursuant to the Purchase Agreement, the Reporting Person is prohibited from selling, contracting to sell, granting any option to purchase or otherwise disposing of any securities of the Issuer held by it until the earlier of (a) the completion of any research programs to be conducted under the Collaboration Agreement (as defined below), or (b) December 14, 1999. Pursuant to the Purchase Agreement, the Issuer has granted to the Reporting Person certain piggyback and demand registration rights with respect to the shares of Common Stock issuable upon conversion of, or with respect to, the Series A Preferred Stock and the Series B Preferred Stock. A copy of the Purchase Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. Simultaneously with the execution and delivery of the Purchase Agreement, the Issuer, the Reporting Person and Schering-Plough Ltd., a Swiss corporation (collectively with the Reporting Person, "Schering"), entered into an Agreement, dated as of December 14, 1994 (the "Collaboration Agreement"), regarding the collaborative development of inhibitors of thrombin, a blood clotting enzyme, and, under certain circumstances described below, inhibitors of Factor Xa, a blood coagulation enzyme. Pursuant to the terms of the Collaboration Agreement, the Issuer granted Schering an exclusive worldwide license to the Issuer's thrombin inhibitor patent and proprietary rights and know-how to commercialize thrombin inhibitors. Upon consummation of the acquisition of the Series A Preferred Stock by the Reporting Person, Schering made an initial payment of $5,000,000 to the Issuer in consideration of the grant of such license. Pursuant to the terms of the Collaboration Agreement, the Issuer granted Schering an exclusive option (the "Option"), exercisable until December 14, 1995, unless extended as described below, to acquire an exclusive worldwide license to the Issuer's Factor Xa inhibitor patent and proprietary rights and know-how to commercialize Factor Xa inhibitors. The Collaboration Agreement provides that Schering will pay the Issuer $5,000,000 within 30 days of Schering's exercise of the Option in consideration of the grant of such license. Under the Collaboration Agreement, in the event that Schering pays $1,000,000 to the Issuer prior to the expiration of the Option, the period during which the Option must be exercised will be extended until December 14, 1996. The Collaboration Agreement provides for equity, license fee, research support and milestone payments to be made by Schering to the Issuer aggregating up to $80,000,000 in the event that specified development milestones are achieved and new products targeting both thrombin and Factor Xa are successfully commercialized. The Collaboration Agreement also provides for the payment by Schering to the Issuer of royalties on sales of products resulting from the collaboration. A copy of the Collaboration Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. Other than as described above and as otherwise contemplated by the Purchase Agreement or the Collaboration Agreement, the Reporting Person has no plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although the Reporting Person reserves the right to develop such plans). The descriptions herein of the Purchase Agreement and the Collaboration Agreement are qualified in their entirety by reference to such agreements, copies of which are attached hereto as Exhibits 1 and 2, respectively. Item 5. Interest in Securities of the Issuer. (a) According to the Issuer's Quarterly Report on From 10-Q for the period ended September 30, 1996, 13,708,747 shares of Common Stock were issued and outstanding as of October 31, 1996. As described in Item 4 of this Statement, the Reporting Person may be deemed to be the beneficial owner of up to 1,250,000 shares of Common Stock (assuming the conversion of the Class A Preferred Stock into 1,000,000 shares of Common Stock and the conversion of the Class B Preferred Stock into 250,000 shares of Common Stock, representing 8.4% of the outstanding shares of Common Stock (after giving effect to the conversion of the Class A Preferred Stock into 1,000,000 shares of Common Stock and the Class B Preferred Stock into 250,000 shares of Common Stock). (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 the Reporting Person 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 Class A Preferred Stock and Class B Preferred Stock beneficially owned by it (and the underlying 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. Except as set forth in Item 4 above and except for the Purchase Agreement and the Collaboration Agreement, 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. Item 7. Material to Be Filed as Exhibits. 1. Purchase Agreement* 2. Collaboration Agreement.** 3. Exhibits A through I of Collaboration Agreement.** * Previously filed. ** Previously filed with certain portions intentionally omitted due to the confidential nature thereof and filed separately with the Securities and Exchange Commission. 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: January 2, 1996 SCHERING CORPORATION By: /s/ William J. Silbey William J. Silbey 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 an officer of Schering Corporation and is an employee of a subsidiary of Schering-Plough Corporation. The business address of each person identified below is Schering-Plough Corporation, One Giralda Farms, Madison, NJ 07940-1000. Directors are identified by an asterisk. Unless otherwise indicated below, all directors and officers listed below are citizens of the United States. Present Principal Occupation or Name and Citizenship Employment Alfredo M. Blanco Vice President E. S. Brokken, D.M.V. Vice President Leonard Camarda Vice President Raul E. Cesan* President and Chairman of the Board (See (Argentina) also Item B below) Joseph C. Connors Vice President (See also Item B below) Hugh A. D'Andrade Vice President (See also Item B below) Martin Driscoll Vice President Alexander Giaquinto Vice President Kathleen Hurtado Vice President Raman Kapur Vice President (India) Thomas H. Kelly Vice President (See also Item B below) Raul Kohan Vice President Hans-Jorg Kummer Vice President (Switzerland) Thomas C. Lauda* Vice President Jay L. Ludwig Assistant Treasurer Robert S. Lyons Vice President (See also Item B below) E. Kevin Moore Vice President and Treasurer (See also Item B below) Paula Morgan Vice President James R. Nelson Vice President Daniel A. Nichols Vice President and Assistant Treasurer (See also Item B below) John E. Nine Vice President (See also Item B below) Gordon C. O'Brien Vice President (See also Item B below) Cecil B. Pickett, PhD Vice President David Poorvin Vice President Bruce Rodda Vice President John P. Ryan Vice President Robert J. Spiegel Vice President William J. Silbey Vice President and Secretary (See also Item B below) Arleen P. Skuya Assistant Secretary Donald J. Soriero Assistant Treasurer Jonathan Spicehandler Vice President Colin Turnbull Vice President Hugo Wahnish Vice President (Argentina) Anthony Wolfe Vice President Jack L. Wyszomierski Vice President (See also Item B below) Richard W. Zahn* Vice President 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 mobile 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 (See also Item A above) Donald R. Conklin Executive Vice President; Chairman of Schering-Plough HealthCare Products Joseph C. Connors Executive Vice President and General Counsel Hugh A. D'Andrade* Vice Chairman and Chief Administrative Officer 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 Thomas H. Kelly Vice President and Controller Richard J. Kogan* President and Chief Executive Officer Robert P. Luciano* Chairman of the Board Robert S. Lyons Vice President - Corporate Information Services E. Kevin Moore Vice President and Treasurer H. Barclay Morley* Retired General Carl E. Mundy* Retired Daniel A. Nichols Senior Vice President - Taxes John Nine Vice President 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 Patricia F. Russo* Executive Vice President, Chief Staff Lucent Technologies Officer 600 Mountain Road Room 6A501 Murray Hill, NJ 07974 William A. Schreyer* Retired William J. Silbey Staff Vice President, Secretary and Associate General Counsel R. J. Ventres* Retired Robert F. W. van Oordt* Retired (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 (England) Jack L. Wyszomierski Executive Vice President and Chief Financial Officer 25546-1/25713-1 (Edgar) -----END PRIVACY-ENHANCED MESSAGE-----