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As filed with the Securities and Exchange Commission on January 31, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
PHARMACOPEIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0557266
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 College Road East, Princeton, New Jersey 08540
(Address of principal executive offices)
__________
PHARMACOPEIA, INC.
1994 INCENTIVE STOCK PLAN
(Full title of the Plan)
__________
JOSEPH A. MOLLICA, PH.D.
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
PHARMACOPEIA, INC.
101 COLLEGE ROAD EAST, PRINCETON, NEW JERSEY 08540
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(609) 452-3600
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
__________
Copy to:
JAMES J. MARINO, ESQ.
DECHERT PRICE & RHOADS
997 LENOX DRIVE, SUITE 210
LAWRENCEVILLE, NEW JERSEY 08648
(609) 520-3200
__________
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Maximum
Title of to be Maximum Offering Aggregate Offering Amount of
Securities to be Registered Registered Price Per Share (1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.0001 par 1,000,000 shares $17.4375 $17,437,500.00 $5,284.09
value
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with paragraph (h) of Rule 457 of the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the
Common Stock of Pharmacopeia, Inc. reported on the Nasdaq National Market
on January 27, 1997.
__________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 relates to the registration of
additional securities of the same class as other securities for which an earlier
registration statement filed on Form S-8 relating to the Pharmacopeia, Inc. 1994
Incentive Stock Plan (the "Plan") is effective. Pursuant to the provisions of
Paragraph E of the General Instructions to Form S-8, the contents of that
earlier Registration Statement on Form S-8 (No. 33-80341) are hereby
incorporated herein by reference. As of the date hereof, only 500,000 of the
shares of Common Stock being registered pursuant to this Registration Statement
have been approved by both the Board of Directors and stockholders of the
registrant for issuance under the Plan. The remaining 500,000 shares of Common
Stock have been approved for issuance under the Plan by the Board of Directors,
and the Board of Directors has directed that the approval of these remaining
500,000 shares be submitted to the vote of the stockholders at the next annual
meeting of stockholders, currently anticipated to be held on or about May 9,
1997.
ITEM 8. EXHIBITS
Exhibit 4.1 Restated Certificate of Incorporation, as amended(1)
Exhibit 4.2 By-laws of Pharmacopeia, Inc., as amended(1)
Exhibit 4.3 Pharmacopeia, Inc. 1994 Incentive Stock Plan(2)
Exhibit 5.1 Legal Opinion of Dechert Price & Rhoads
Exhibit 23.1 Consent of Ernst & Young LLP
Exhibit 23.2 Consent of Dechert Price & Rhoads
Exhibit 24.1 Power of Attorney
_____________
(1) Filed as an exhibit to Registration Statement on Form S-1 (No. 33-93460) and
incorporated herein by reference.
(2) Filed as an exhibit to Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission File No. 0-27118) and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Princeton, and the State of New Jersey, on this
30th day of January, 1997.
PHARMACOPEIA, INC.
By:/s/ Joseph A. Mollica
--------------------------
Joseph A. Mollica, Ph.D.
Chief Executive Officer and Chairman
of the Board
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph A. Mollica, Ph.D. and Lewis J. Shuster or
either of them, his attorney-in-fact, each with the power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that either of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Joseph A. Mollica, Ph.D. Chairman of the Board, Chief January 30, 1997
- -------------------------------
Joseph A. Mollica, Ph.D. Executive Officer (Principal
Executive Officer)
/s/ Lewis J. Shuster Chief Financial Officer January 30, 1997
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Lewis J. Shuster (Principal Financial and
Accounting Officer)
/s/ Frank Baldino, Jr., Ph.D. Director January 30, 1997
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Frank Baldino, Jr., Ph.D.
/s/ Max Wilhelm, Ph.D. Director January 30, 1997
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Max Wilhelm, Ph.D.
/s/ Lawrence A. Bock Director January 30, 1997
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Lawrence A. Bock
Director
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Brook E. Byers
Director
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Samuel D. Colella
/s/ Eileen M. More Director January 30, 1997
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Eileen M. More
/s/ Gary E. Costley Director January 30, 1997
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Gary E. Costley
/s/ W. Clark Still, Ph.D. Director January 30, 1997
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W. Clark Still, Ph.D.
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EXHIBIT INDEX
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Exhibit 5.1 Legal Opinion of Dechert Price & Rhoads Page 6
Exhibit 23.1 Consent of Ernst & Young LLP Page 7
Exhibit 23.2 Consent of Dechert Price & Rhoads (Included in Exhibit 5.1)
Exhibit 24.1 Power of Attorney (See Page 4)
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EXHIBIT 5.1
January 31, 1997
Pharmacopeia, Inc.
101 College Road East
Princeton, NJ 08540
Gentlemen:
We refer to the registration of 1,000,000 shares (the "Shares") of Common
Stock, $0.0001 par value, of Pharmacopeia, Inc. (the "Company") to be offered
pursuant to the Pharmacopeia, Inc. 1994 Incentive Stock Plan, as amended (the
"Plan") in a registration statement on Form S-8 (the "Registration Statement")
to be filed under the Securities Act of 1933, as amended (the "Act").
In rendering this opinion, we have examined the Plan, copies of the
Registration Statement, copies of the corporate charter and by-laws of the
Company, as amended, copies of certain resolutions of the Board of Directors of
the Company and such other corporate records and documents as we have deemed
necessary in order to enable us to express the opinion set forth below.
Based on the foregoing examination, it is our opinion that, when issued
against receipt of the agreed purchase price therefor pursuant to the exercise
of options granted in accordance with the provisions of the Plan (after all
required stockholder approval thereof) and in accordance with the Registration
Statement, the Shares will be validly issues, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Yours truly yours,
/s/ Dechert Price & Rhoads
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.333.00000) pertaining to the 1994 Incentive Stock Plan of Pharmacopeia,
Inc. of our report dated January 19, 1996, except for Note 12 as to which the
date is February 2, 1996, with respect to the financial statements of
Pharmacopeia, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Princeton, NJ
January 29, 1997
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