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As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 No.)
CN 5350
PRINCETON, NEW JERSEY 08543-5350
(Address of Principal Executive offices)
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PHARMACOPEIA, INC.
1994 INCENTIVE STOCK PLAN
(Full Title of the Plan)
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JOSEPH A. MOLLICA, PH.D.
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
PHARMACOPEIA, INC.
CN 5350
PRINCETON, NEW JERSEY 08543-5350
(Name And Address Of Agent For Service)
(609) 452-3600
(Telephone Number, Including Area Code, Of Agent For Service)
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Copy to:
JAMES J. MARINO, ESQ.
DECHERT PRICE & RHOADS
PRINCETON PIKE CORPORATE CENTER
997 LENOX DRIVE, BLDG. 3, SUITE 210
LAWRENCEVILLE, NEW JERSEY 08648
(609) 620-3200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Amount Proposed Proposed
Title of to be Maximum Offering Maximum Aggregate Amount of
Securities to be Registered Registered Price Per Share (1) Offering Price (1) Registration Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.0001 par value 950,000 shares $8.9375 $8,490,625 $2,361.00
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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 May 24, 1999.
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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 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. 333-56883) are hereby incorporated herein by
reference.
ITEM 8. EXHIBITS
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 (included in exhibit 5.1)
Exhibit 24.1 Power of Attorney (included on signature page hereto)
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
28th day of May, 1999.
PHARMACOPEIA, INC.
By:/s/Joseph A. Mollica
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Joseph A. Mollica, Ph.D.
Chairman of the Board, President and Chief
Executive Officer
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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 Bruce C.
Myers 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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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Joseph A. Mollica, Ph.D. Chairman of the Board, President May 28, 1999
- ----------------------------- and Chief Executive Officer
Joseph A. Mollica, Ph.D. (Principal Executive Officer)
/s/Bruce C. Myers Senior Vice President of Finance, May 28, 1999
- ----------------------------- Administration and Planning, MSI
Bruce C. Myers (Principal Financial and Accounting
Officer)
/s/Frank Baldino, Jr., Ph.D. Director May 28, 1999
- -----------------------------
Frank Baldino, Jr., Ph.D.
/s/Paul A. Bartlett, Ph.D. Director May 28, 1999
- -----------------------------
Paul A. Bartlett, Ph.D.
/s/C. Peter W. Booth Director May 28, 1999
- -----------------------------
C. Peter W. Booth
/s/Gary E. Costley, Ph.D. Director May 28, 1999
- -----------------------------
Gary E. Costley, Ph.D.
- ----------------------------- Director May 28, 1999
Edith W. Martin, Ph.D.
/s/Charles A. Sanders, M.D. Director May 28, 1999
- -----------------------------
Charles A. Sanders, M.D.
</TABLE>
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EXHIBIT INDEX
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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 (included in exhibit
5.1)
Exhibit 24.1 Power of Attorney (included on signature page hereto)
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Exhibit 5.1
[Letterhead of Dechert Price & Rhoads]
May 28, 1999
Pharmacopeia, Inc.
CN 5350
Princeton, NJ 08543-5340
Ladies and Gentlemen:
We refer to the registration of 950,000 shares (the "Shares") of
Common Stock, $0.0001 par value per share, 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 and in
accordance with the Registration Statement, the Shares will be validly issued,
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.
Very truly yours,
/s/ Dechert Price & Rhoads
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Exhibit 23.1
Consent of Independent Auditors
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We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-00000) pertaining to the Pharmacopeia, Inc. 1994 Incentive Stock
Plan of our report dated January 28, 1999, with respect to the consolidated
financial statements of Pharmacopeia, Inc. included in its Annual Report (Form
10-K/A-1) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Princeton, New Jersey
May 24, 1999