-----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, IzPgXS1PIIEPlmrDvhMaY62++aNLFKIoKzLUGyduLlQQ6BSwHmFQtEwb931Dcjem OP9q0VEPckXVLKwIQ8iAyg== 0000950123-08-017521.txt : 20081212 0000950123-08-017521.hdr.sgml : 20081212 20081212155513 ACCESSION NUMBER: 0000950123-08-017521 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081212 DATE AS OF CHANGE: 20081212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVACEA INC CENTRAL INDEX KEY: 0001178711 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330960223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81821 FILM NUMBER: 081246781 BUSINESS ADDRESS: STREET 1: 400 OYSTER POINT BOULEVARD STREET 2: SUITE 200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94025-1918 BUSINESS PHONE: (650) 228-1800 MAIL ADDRESS: STREET 1: 400 OYSTER POINT BOULEVARD STREET 2: SUITE 200 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94025-1918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHERING CORP CENTRAL INDEX KEY: 0000942443 IRS NUMBER: 221261880 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 13G 1 y73261sc13g.htm SCHEDULE 13G SC 13G
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Novacea, Inc.
 
(Name of Issuer)
Common Stock, $0.001 par value per share
 
(Title of Class of Securities)
66987B103
 
(CUSIP Number)
July 10, 2007
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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 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).
 
 

Page 1 of 6 pages

 


 

                     
CUSIP No.
 
66987B103 
 

 

           
1   NAMES OF REPORTING PERSONS.

Schering Corporation
I.R.S. Identification Nos. of above persons (entities only).
22-1261880
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New Jersey
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,490,868
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,490,868
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,490,868
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  5.75%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

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Item 1(a).   Name of Issuer
     The name of the issuer is Novacea, Inc. (the “Issuer”)
Item 1(b).   Address of Issuer’s Principal Executive Offices
     The address of the Issuer’s principal executive offices is:
     400 Oyster Point Boulevard, Suite 200, South San Francisco California 94080
Item 2(a).   Name of Person Filing
Item 2(b).   Address of Principal Business Office or, if none, Residence
Item 2(c).   Citizenship
Schering Corporation
2000 Galloping Hill Road
Kenilworth, NJ 07033
New Jersey Corporation
Item 2(d).   Title of Class of Securities
     The title of the securities is common stock, $0.001 par value per share (the “Common Shares”).
Item 2(e). CUSIP Number
     The CUSIP number of the Common Shares is 66987B103 .
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a)   o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b)   o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)   o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)   o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)   o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
  (f)   o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
  (g)   o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
  (h)   o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o 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);
 
  (j)   o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
  (k)   o Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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     If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                    .
Item 4. Ownership.
  (a)   Amount beneficially owned:
 
      Schering Corporation (“Schering”) beneficially owns 1,490,868 Common Shares. Schering is a wholly-owned subsidiary of Schering-Plough Corporation. As a result, Schering-Plough Corporation may be deemed to beneficially own the same number of Common Shares reported by Schering.
 
      The percentage disclosed in Item 11 of the Cover Page for the reporting person is calculated based upon 25,914,698 Common Shares outstanding, which is the total number of shares issued and outstanding as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2008.
 
  (b)   Percent of class:
 
      See Item 11 of the Cover Page to this Schedule 13G.
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote
 
      0
 
  (ii)   Shared power to vote or to direct the vote
 
      See item (a) above.
 
  (iii)   Sole power to dispose or to direct the disposition of
 
      0
 
  (iv)   Shared power to dispose or to direct the disposition of
 
      See item (a) above.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
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
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Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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: December 12, 2008
         
SCHERING CORPORATION    
 
       
By:
  /s/ William J. Creelman    
 
       
Name:
  William J. Creelman    
Title:
  Vice President, Tax    
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