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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2000.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
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
1995 DIRECTOR OPTION PLAN
(Full Title of the Plans)
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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)
------------
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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
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 1,150,000 shares $27.25 $31,337,500 $8,275.00
============================================================================================================================
</TABLE>
(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 June 5, 2000.
================================================================================
<PAGE>
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 earlier
registration statements filed on Form S-8 relating to the Pharmacopeia, Inc.
1994 Incentive Stock Plan and 1995 Director Option Plan are effective. On May 3,
2000, the stockholders of Pharmacopeia, Inc. approved an amendment to the 1994
Incentive Stock Plan to increase the number of shares of Pharmacopeia, Inc.
common stock authorized for issuance thereunder from 3,700,000 to 4,700,000, and
an amendment to the 1995 Director Option Plan to increase the number of shares
of Pharmacopeia, Inc. common stock authorized for issuance thereunder from
150,000 to 300,000. Pursuant to the provisions of Paragraph E of the General
Instructions to Form S-8, the contents of those earlier Registration Statements
on Form S-8 (No. 333-56883 with respect to the 1994 Incentive Stock Plan and No.
33-80341 with respect to the 1995 Director Option Plan) 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 Arthur Andersen LLP
Exhibit 23.3 Consent of Dechert Price & Rhoads (included in exhibit 5.1)
Exhibit 24.1 Power of Attorney (included on signature page hereto)
II-1
<PAGE>
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
12th day of June, 2000.
PHARMACOPEIA, INC.
By: /s/ Joseph A. Mollica
--------------------------
Joseph A. Mollica, Ph.D.
Chairman of the Board, President and Chief
Executive Officer
II-2
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Joseph A. Mollica Chairman of the Board, President and Chief June 12, 2000
------------------------------------ Executive Officer (Principal Executive Officer)
Joseph A. Mollica, Ph.D.
/s/ Bruce C. Myers Executive Vice President and Chief Financial June 12, 2000
------------------------------------ Officer (Principal Financial and Accounting
Bruce C. Myers Officer)
/s/ Frank Baldino, Jr. Director June 12, 2000
------------------------------------
Frank Baldino, Jr., Ph.D.
/s/ Paul A. Bartlett Director June 12, 2000
------------------------------------
Paul A. Bartlett, Ph.D.
/s/ Gary E. Costley Director June 12, 2000
------------------------------------
Gary E. Costley, Ph.D.
/s/ James J. Marino Director June 12, 2000
------------------------------------
James J. Marino
/s/ Ediwth W. Martin Director June 12, 2000
------------------------------------
Edith W. Martin, Ph.D.
/s/ Charles A. Sanders Director June 12, 2000
------------------------------------
Charles A. Sanders, M.D.
</TABLE>
1
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EXHIBIT INDEX
Exhibit 5.1 Legal Opinion of Dechert Price & Rhoads
Exhibit 23.1 Consent of Ernst & Young LLP
Exhibit 23.2 Consent of Arthur Andersen LLP
Exhibit 23.3 Consent of Dechert Price & Rhoads (included in exhibit 5.1)
Exhibit 24.1 Power of Attorney (included on signature page hereto)
