-----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, RlAS315CmUfmhf8owYmjQJuqubnArYflZZ1W8dcnuhBRqu3MjEyHoOzaSrjreAw6 nrcT7gY7rMcIuES5bS5GdA== 0000950123-99-010288.txt : 19991117 0000950123-99-010288.hdr.sgml : 19991117 ACCESSION NUMBER: 0000950123-99-010288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991116 GROUP MEMBERS: MC SUBSIDIARY CORP GROUP MEMBERS: MERCK & CO INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIBIA NEUROSCIENCES INC CENTRAL INDEX KEY: 0001011065 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 953616229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48087 FILM NUMBER: 99757010 BUSINESS ADDRESS: STREET 1: 505 COAST BLVD SOUTH STREET 2: STE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6194525892 MAIL ADDRESS: STREET 1: 505 COAST BLVD SOUTH STREET 2: SUITE 300 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCK & CO INC CENTRAL INDEX KEY: 0000064978 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 221109110 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MERCK DR STREET 2: P O BOX 100 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 BUSINESS PHONE: 9084234044 MAIL ADDRESS: STREET 1: ONE MERCK DR STREET 2: PO BOX 100 WS3AB-05 CITY: WHITEHOUSE STATION STATE: NJ ZIP: 08889-0100 SC 13D/A 1 AMENDED SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* SIBIA NEUROSCIENCES, INC. ------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.001 PAR VALUE ------------------------------------------------------------------------------ (Title of Class of Securities) 825732100 ------------------------------------------------------------------------------ (CUSIP Number) CELIA A. COLBERT MERCK & CO., INC. ONE MERCK DRIVE WHITEHOUSE STATION, NEW JERSEY 08889 (908) 423-1000 COPIES TO: GARY P. COOPERSTEIN, ESQ. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NEW YORK 10004 (212) 859-8000 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communication) November 12, 1999 ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person had previously filed a statement on Schedule 13G to report the acquisition that is the subject to this Schedule 13D, and is filing this schedule because of s5.ss.240.13d-1(e), 240.13d-1(f) or 240. 13(g), check the following box. / / ------------------- * This represents the final amendment. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240. 13d-7 (b) for other parties to whom copies are to be sent. 2 CUSIP No. 825732100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MERCK & CO., INC. 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 NUMBER OF 7 SOLE VOTING POWER SHARES (SEE ITEM 5 ) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH - 0 - REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH (SEE ITEM 5) 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (SEE ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [ ] 100% 14 TYPE OF REPORTING PERSON CO 3 CUSIP No. 825732100 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MC SUBSIDIARY CORP. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 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 -0- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 9 SOLE VOTING POWER PERSON WITH -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (SEE ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON FORMERLY a CO 4 This Amendment No. 2 to Schedule 13D (which constitutes the Final Amendment) amends and supplements the Schedule 13D originally filed on August 6, 1999, as amended and supplemented by Amendment No. 1 filed on September 3, 1999 (the "Schedule 13D") by Merck & Co., Inc., a New Jersey corporation ("Merck") and MC Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Merck ("Merger Sub"), relating to the tender offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $.001 per share ("Issuer Common Stock"; and, together with the associated stock purchase rights, the "Shares"), of SIBIA Neurosciences, Inc., a Delaware corporation (the "Issuer"), at $8.50 per Share in cash without interest, and the subsequent merger (the "Merger") of Merger Sub with and into Issuer upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of July 30, 1999, by and among Merck, Issuer and Merger Sub (the "Merger Agreement"). ITEM 4. PURPOSE OF TRANSACTION. ITEM 5. INTEREST IN SECURITIES OF ISSUER. Item 4 and Items 5(a)-(c) are hereby amended and supplemented by the addition of the following information: On November 12, 1999, pursuant to the terms and conditions of the Merger Agreement, Merger Sub was merged with and into the Issuer such that Issuer became a wholly owned subsidiary of Merck. By virtue of the Merger, each Share (other than Shares held by Issuer or Merck or any of their respective subsidiaries and other than Shares held by shareholders, if any, who perfect their appraisal rights under the Delaware General Corporation Law) was converted into the right to receive $8.50 in cash, without interest thereon. Each share of the common stock, par value $.01 per share, of Merger Sub was, by virtue of the Merger, converted into one share of the common stock of the Issuer. As a result of the Merger, Merck now beneficially owns 100% of the outstanding shares of common stock of Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Press Release issued on November 12, 1999. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. MERCK & CO., INC. By: /s/ Judy C. Lewent ---------------------- Name: Judy C. Lewent Title: Senior Vice President and Chief Financial Officer MC SUBSIDIARY CORP. By: /s/ Judy C. Lewent ----------------------- Name: Judy C. Lewent Title: President Dated: November 16, 1999 EX-99.1 2 PRESS RELEASE 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE: Please Contact: Gwen Fisher Investor Contact: Laura Jordan (908) 423-6154 (908) 423-5185 MERCK COMPLETES ACQUISITION OF SIBIA NEUROSCIENCES WHITEHOUSE STATION, N.J.--Nov. 12, 1999--Merck & Co., Inc. announced today that its wholly owned subsidiary, MC Subsidiary Corp., has acquired SIBIA Neurosciences, Inc. by completing its previously announced merger with SIBIA. MC Subsidiary Corp. completed in September a tender offer in which it purchased approximately 69 percent of the outstanding common stock of SIBIA for $8.50 per share. As a result of the merger, each of the remaining publicly held shares has been converted into the right to receive $8.50 in cash, without interest. With the completion of the merger, SIBIA will be integrated into Merck Research Laboratories (MRL) as the company's San Diego facility. Effective immediately, Jeffrey F. McKelvy, Ph.D., will head MRL, San Diego. Before Merck's acquisition of SIBIA, Dr. McKelvy had served as executive vice president, chief scientific officer and director of SIBIA. William T. Comer, Ph.D., president, chief executive officer and director of SIBIA, has elected to resign. Dr. Comer, who guided SIBIA since 1991, will stay with MRL in an advisory capacity until the end of the year and then will serve as a consultant to MRL. "I am pleased to have played a significant role in a company that has done such outstanding basic research in the field of central nervous systems disorder," Dr. Comer said. "It is our research excellence, in fact, that brought us to the attention of Merck. By joining Merck, we will gain the scientific, technological and financial support needed to help exploit our broad drug discovery platform and bring our basic research discoveries to the patients." Merck is a global, research-driven pharmaceutical company that discovers, develops manufactures and markets a broad range of human and animal health products, directly and through its joint ventures, and provides pharmaceutical benefit services through Merck-Medco Managed Care. * * * -----END PRIVACY-ENHANCED MESSAGE-----