-----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, Oxt4ycbchXkEHP6KnxYyS+a8EyKGodeK0hhcv5MIlpw0ji0YLS5I6TNCQnEYkx/y q3MAH90NjJMcwjBwR4OA1g== 0000014272-96-000012.txt : 19960808 0000014272-96-000012.hdr.sgml : 19960808 ACCESSION NUMBER: 0000014272-96-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960807 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADUS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000911148 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 133660391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46485 FILM NUMBER: 96604749 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 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 1 CADUS 13D SCHEDULE Page 1 of 10 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Cadus Pharmaceutical Corporation -------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 127639102 --------- (CUSIP Number) 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) July 17, 1996 ------------- (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 box: |_| Check the following box if a fee is being paid with this Statement: |X| 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. Page 2 of 10 SCHEDULE 13D - ---------------------------------- CUSIP No. 127639102 - ---------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_| PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,061,673 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER PERSON 2,061,673 WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,061,673 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11) 17.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO CUSIP No. 127639102 Page 3 of 10 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 777 Old Saw Mill River Road, Tarrytown, NY 10591-6705. Item 2. Identity and Background. ----------------------- This Statement 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 diversified, worldwide health and personal care company whose principal businesses are pharmaceuticals, consumer products, nutritionals and medical devices. 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 Page 4 of 10 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 has 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 Company has no present intention of selling, granting any participation in, or otherwise distributing the Common Stock. The Company does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Common Stock. Item 5. Interest in Securities of the Issuer. ------------------------------------ To the best knowledge of the Company, the Company is the beneficial owner of 2,061,673 shares of Common Stock of the Issuer or approximately 17.1% 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 which 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 this 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 Page 5 of 10 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 are incorporated by reference. Except as set forth in the 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. --------------------------------- 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 Exhibit No. 10.8# to Registration Statement No. 333-4441 on Form S-1). 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: August 6, 1996 BRISTOL-MYERS SQUIBB COMPANY -------------- By:/s/ Alice C. Brennan ---------------- Alice C. Brennan Vice President and Secretary CUSIP No. 127639102 Page 6 of 10 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. 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. Name and Business Address Present Principal Occupation - ------------------------- ---------------------------- Directors of Bristol-Myers Squibb Company - ----------------------------------------- Charles A. Heimbold, Jr. Chairman of the Board and Bristol-Myers Squibb Company Chief Executive Officer 345 Park Avenue New York, New York 10154 Robert E. Allen Chairman and Chief Executive Officer AT&T Company AT&T Company 295 North Maple Avenue Basking Ridge, New Jersey 07920 Michael E. Autera Executive Vice President Bristol-Myers Squibb Company 345 Park Avenue New York, New York 10154 Ellen V. Futter President The American Museum of Natural History The American Museum of Natural History Central Park West at 79th Street New York, New York 10024 Louis V. Gerstner, Jr. Chairman of the Board and Chief Executive IBM Corporation Officer of IBM Corporation Old Orchard Road Armonk, New York 10504 CUSIP No. 127639102 Page 7 of 10 Name and Business Address Present Principal Occupation - ------------------------- ---------------------------- John D. Macomber Principal of JDM Investment Group JDM Investment Group 2806 N. Street, N.W. Washington, D.C. 20007 James D. Robinson III Chairman and Chief Executive Officer of J.D. Robinson Inc. RRE Investors, LLC and President of 126 East 56th Street J.D. Robinson Inc. New York, New York 10022 Andrew C. Sigler Chairman and Chief Executive Officer Champion International Corporation Champion International Corporation One Champion Plaza Stamford, Connecticut 06921 Louis W. Sullivan, M.D. President of Morehouse School of Medicine Morehouse School of Medicine 720 Westview Drive, S.W. Atlanta, Georgia 30310-1495 Kenneth E. Weg Executive Vice President and President, Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical Group 345 Park Avenue New York, New York 10154 Officers of Bristol-Myers Squibb Company - ---------------------------------------- Charles A. Heimbold, Jr. Chairman of the Board, Director and Chief Executive Officer Michael E. Autera Executive Vice President and Director CUSIP No. 127639102 Page 8 of 10 Name and Business Address Present Principal Occupation - ------------------------- ---------------------------- Harrison M. Bains, Jr. Treasurer and Vice President, Corporate Staff Alice C. Brennan Secretary and Vice President, Corporate Staff George P. Kooluris Senior Vice President, Corporate Development, Corporate Staff John L. McGoldrick General Counsel and Senior Vice President, Corporate Staff Michael F. Mee Chief Financial Officer and Senior Vice President, Corporate Staff Leon E. Rosenberg, M.D. President, Bristol-Myers Squibb Pharmaceutical Research Institute Frederick S. Schiff Controller and Vice President, Corporate Staff Charles G. Tharp, Ph.D. Senior Vice President, Human Resources, Corporate Staff Kenneth E. Weg Executive Vice President and Director, President, Bristol-Myers Squibb Pharmaceutical Group CUSIP No. 127639102 Page 9 of 10 SCHEDULE B ---------- Shares of Common Stock Owned ---------------------------- None. Transactions in Shares of Common Stock during the Last 60 Days -------------------------------------- None. CUSIP No. 127639102 Page 10 of 10 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). -----END PRIVACY-ENHANCED MESSAGE-----