-----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, F2hOhktgOpU6rY9cUveO2bqBIdsC4qlEQE1C06n8nUaIgfHmP4+jZdLAPdrwXEpf 4mRrQjW+KWnDcSSb9klPGA== 0001047469-03-003747.txt : 20030203 0001047469-03-003747.hdr.sgml : 20030203 20030203172554 ACCESSION NUMBER: 0001047469-03-003747 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADUS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000911148 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 133660391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46485 FILM NUMBER: 03537100 BUSINESS ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591-6705 BUSINESS PHONE: 9143453344 MAIL ADDRESS: STREET 1: 777 OLD SAW MILL RIVER ROAD CITY: TARRYTOWN STATE: NY ZIP: 10591-6705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRISTOL MYERS SQUIBB CO CENTRAL INDEX KEY: 0000014272 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 220790350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125464000 MAIL ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL MYERS CO DATE OF NAME CHANGE: 19891012 SC 13D/A 1 a2102344zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 6)(1) CADUS PHARMACEUTICAL CORPORATION -------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE ----------------------------- (Title of Class of Securities) 127639102 --------- (CUSIP Number) Sandra Leung Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154 (212) 546-4000 --------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 3, 2002 ----------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box / /. (Continued on following pages) (Page 1 of 12) - ---------- (1) 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 127639102 SCHEDULE 13D Page 2 of 12 --------- --- -- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification No. of Above Person (entities only) BRISTOL-MYERS SQUIBB COMPANY I.R.S. Employer Identification Number 22-079-0350 - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially 941,500 Owned by -------------------------------------------------- Each Reporting (8) Shared Voting Power Person With 0 -------------------------------------------------- (9) Sole Dispositive Power 941,500 -------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 941,500 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.2% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 127639102 SCHEDULE 13D Page 3 of 12 --------- --- -- This Amendment No. 6 is being filed to amend Item 5 of this Schedule 13D. Item 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is the Common Stock, par value $0.01 per share (the "COMMON STOCK"), of Cadus Pharmaceutical Corporation, a Delaware corporation (the "ISSUER"), which has its principal executive offices at 767 Fifth Avenue, New York, NY 10153. Item 2. IDENTITY AND BACKGROUND. This Amendment is being filed by Bristol-Myers Squibb Company, a Delaware corporation (the "COMPANY"). The Company conducts its principal business and maintains its principal office at 345 Park Avenue, New York, NY 10154. The Company is a worldwide pharmaceutical and related health care products company. The name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Company is set forth on SCHEDULE A which is incorporated herein by reference. During the past five years, neither the Company nor, to the best knowledge of the Company, any of its executive officers or directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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. In July 1994, the Issuer and the Company entered into a research collaboration, whereby the Company agreed to make an initial equity investment of $12,500,000 in the Issuer's Series B Preferred Stock. The Company made an additional equity investment of $5,000,000 in the Issuer's Series B Preferred Stock in September 1995 upon the Issuer achieving a research milestone. Both equity investments came out of the working capital of the Company. CUSIP No. 127639102 SCHEDULE 13D Page 4 of 12 --------- --- -- On July 17, 1996, the Issuer completed an initial public offering of its Common Stock with a per share offering price of $7.00. The Company made an additional equity investment of $2,500,000, acquiring 355,000 shares of Common Stock. The purchase price for this investment came out of the working capital of the Company. Item 4. PURPOSE OF TRANSACTION. The Company acquired the Common Stock of the Issuer for the purpose of making an investment in the Issuer and not with the view to, or for resale in connection with, any distribution thereof. The Common Stock of the Issuer was initially acquired in connection with a research collaboration between the Company and the Issuer which expired in July 1999. The Company and the Issuer are parties to a letter agreement (the "LETTER AGREEMENT") concerning the Company's shares of the Common Stock. Such Letter Agreement is filed as an exhibit hereto and is incorporated herein by reference. The Letter Agreement includes certain notice requirements and transfer restrictions with respect to the Company's shares of the Common Stock. Subject to market conditions and the Letter Agreement, the Company may, in its sole discretion, sell all or a portion of its shares of Common Stock from time to time in open market transactions or otherwise. Item 5. INTEREST IN SECURITIES OF THE ISSUER. To the best knowledge of the Company, as of December 31, 2002, the Company is the beneficial owner of 941,500 shares of Common Stock of the Issuer or approximately 7.2% of the Common Stock of the Issuer currently outstanding. The Company has the sole power to vote and dispose of all the shares of the Common Stock of the Issuer that it owns. Except as set forth in this Item 5 and on SCHEDULE B attached hereto which is incorporated herein by reference, neither the Company nor, to the best knowledge of the Company, any of its officers or directors owns any shares of Common Stock. Except as set forth in Item 3 and on SCHEDULE B attached hereto which is incorporated herein by reference, neither the Company nor, to the best knowledge of the Company, any of its executive officers or directors has effected any transaction in shares of Common Stock during the past sixty (60) days. CUSIP No. 127639102 SCHEDULE 13D Page 5 of 12 --------- --- -- Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Preferred Stock Purchase Agreement, together with First Amendment thereto, filed as an exhibit hereto is incorporated herein by reference. Except as set forth in such Agreement or the Letter Agreement, neither the Company nor, to the best knowledge of the Company, any of its officers or directors have entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to the Common Stock of the Issuer. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Preferred Stock Purchase Agreement dated as of July 26, 1994 between Issuer and the Company concerning Series B Preferred Stock, together with the First Amendment thereto dated as of October 31, 1995 (incorporated herein by reference to Exhibit No. 10.8 to Registration Statement No. 333-4441 on Form S-1). 2. Letter Agreement dated March 23, 1999 between the Issuer and the Company (incorporated herein by reference to Exhibit No. 2 to Amendment No. 2 to this Schedule 13D). CUSIP No. 127639102 SCHEDULE 13D Page 6 of 12 --------- --- -- 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: February 3, 2003 BRISTOL-MYERS SQUIBB COMPANY By: /s/ SANDRA LEUNG ------------------------------------ Sandra Leung Corporate Secretary CUSIP No. 127639102 SCHEDULE 13D Page 7 of 12 --------- --- -- SCHEDULE A The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of the Company. Except as set forth below, each of the directors and executive officers of the Company is a citizen of the United States. Each of the Company's executive officer's business address is 345 Park Avenue, New York, New York 10154, unless otherwise indicated. DIRECTORS OF BRISTOL-MYERS SQUIBB COMPANY
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION - -------------------------- ---------------------------- Peter R. Dolan Chairman and Chief Executive Officer Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154 Robert E. Allen Retired Chairman and Chief Executive AT&T Corp. Officer 180 Park Avenue Room 1E38 Florham Park, NJ 07932 Lewis B. Campbell Chairman and Chief Executive Officer Textron Inc. 40 Westminster Street Providence, RI 02903-2596 Vance D. Coffman Chairman and Chief Executive Officer Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, MD 20817 Ellen V. Futter President American Museum of Natural History Central Park West at 79th Street New York, NY 10024
CUSIP No. 127639102 SCHEDULE 13D Page 8 of 12 --------- --- --
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION - ------------------------- ----------------------------- Louis V. Gerstner, Jr. Retired Chairman and Retired IBM Corporation Chief Executive Officer New Orchard Road Armonk, NY 10504 Laurie H. Glimcher, M.D. Irene Heinz Given Professor of Immunology Harvard Medical School and Harvard School of Public Health Dept. of Immunology and Infectious Diseases 651 Huntington Avenue, FXB-2 Boston, MA 02115 Leif Johansson President and Chief Executive Officer AB Volvo SE-40508 Goteborg, Sweden Citizen of Sweden James D. Robinson III Chairman and Chief Executive Officer RRE Investors 126 East 56th Street, 22nd Floor New York, NY 10022 Louis W. Sullivan, M.D. President Morehouse School of Medicine 720 Westview Drive, S.W. Atlanta, GA 30310-1495
EXECUTIVE OFFICERS OF BRISTOL-MYERS SQUIBB COMPANY
NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- Peter R. Dolan Chairman and Chief Executive Officer Lamberto Andreotti Senior Vice President Harrison M. Bains, Jr. Vice President, Tax & Treasury
CUSIP No. 127639102 SCHEDULE 13D Page 9 of 12 --------- --- --
NAME PRESENT PRINCIPAL OCCUPATION - ---- ---------------------------- Stephen E. Bear Senior Vice President, Human Resources Andrew G. Bodnar, M.D. Senior Vice President, Strategy and Medical & External Affairs Andrew R. J. Bonfield Senior Vice President and Chief Financial Officer Wendy L. Dixon Chief Marketing Officer and President, Global Marketing Donald J. Hayden, Jr. Executive Vice President and President, Americas Tamar. D. Howson Senior Vice President, Corporate and Business Development Sandra Leung Vice President, Corporate Secretary and Head of the Office of Corporate Conduct John L. McGoldrick Executive Vice President and General Counsel Dean J. Mitchell President, U.S. Primary Care James B. D. Palmer, M.D. Chief Scientific Officer and President, Pharmaceutical Research Institute Elliot Sigal, M.D., Ph.D. Senior Vice President, Pharmaceutical Research Institute John L. Skule Senior Vice President, Corporate & Environmental Affairs David L. Zabor Vice President and Controller
CUSIP No. 127639102 SCHEDULE 13D Page 10 of 12 --------- --- -- SCHEDULE B SHARES OF COMMON STOCK OWNED None. TRANSACTIONS IN SHARES OF COMMON STOCK Sales on the open market by the Company of the Issuer's Common Stock from the date that was 60 days prior to the date of event requiring the filing of this Statement through December 31, 2002 are described below:
DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- 07/09/02 500 $1.17 07/12/02 7,000 $1.12 07/22/02 2,500 $1.15 07/30/02 40,000 $1.13 07/31/02 5,000 $1.12 08/06/02 2,000 $1.10 08/13/02 1,500 $1.11 08/14/02 2,000 $1.10 08/15/02 2,000 $1.10 08/16/02 12,000 $1.10 08/20/02 1,000 $1.10 08/22/02 4,000 $1.12 08/23/02 3,000 $1.11 09/03/02 16,000 $1.10 09/12/02 2,000 $1.10 09/13/02 2,000 $1.09 09/17/02 6,000 $1.10 09/20/02 1,000 $1.10 09/23/02 3,000 $1.10 10/04/02 2,000 $1.10 10/07/02 6,000 $1.10 10/09/02 8,000 $1.12
CUSIP No. 127639102 SCHEDULE 13D Page 11 of 12 --------- --- -- TRANSACTIONS IN SHARES OF COMMON STOCK (CONTINUED)
DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- 10/15/02 45,000 $1.10 10/16/02 2,000 $1.09 10/22/02 2,000 $1.08 10/23/02 2,000 $1.08 10/30/02 2,000 $1.04 10/31/02 4,000 $1.07 11/04/02 3,000 $1.05 11/07/02 1,000 $1.04 11/11/02 30,000 $1.11 11/12/02 2,000 $1.09 11/13/02 2,000 $1.10 11/14/02 17,000 $1.15 11/19/02 3,000 $1.12 12/03/02 1,500 $1.13 12/20/02 5,000 $1.07
CUSIP No. 127639102 SCHEDULE 13D Page 12 of 12 --------- --- -- EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT - ------ -------- 1 Preferred Stock Purchase Agreement dated as of July 26, 1994 between Cadus Pharmaceutical Corporation and Bristol-Myers Squibb Company, together with the First Amendment thereto dated as of October 31, 1995 (incorporated herein by reference to Exhibit No. 10.8 to Registration Statement No. 333-4441 on Form S-1). 2 Letter Agreement dated March 23, 1999 between the Issuer and the Company (incorporated herein by reference to Exhibit No. 2 to Amendment No. 2 to this Schedule 13D). -----END PRIVACY-ENHANCED MESSAGE-----