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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 8, 2000
PHARMACOPEIA, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-27188 33-0557266
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
CN5350, Princeton, New Jersey 08543-5350
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 452-3600
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Not Applicable
(Former name or former address, if changed from last report)
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ITEM 5. OTHER EVENTS.
On August 9, 2000, Pharmacopeia, Inc. ("Pharmacopeia") and Oxford
Molecular Group Plc ("OMG") announced the execution of a definitive agreement
(the "Purchase Agreement") under which Pharmacopeia (through its wholly-owned
subsidiary, Molecular Simulations Incorporated) will acquire OMG's software
subsidiaries for approximately $27,000,000, comprised of cash and the
assumption of certain liabilities. The transaction will be accounted for on a
purchase basis.
The transaction is subject to certain conditions, including the
approval of OMG's shareholders.
The Purchase Agreement and the press release issued in connection
therewith are filed as exhibits to this report and are incorporated herein by
reference. The description of the Purchase Agreement set forth herein does not
purport to be complete and is qualified in its entirety by the provisions of the
Purchase Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed herewith:
Exhibits:
2 Agreement for the sale and purchase of the entire
issued share capital of Oxford Molecular Limited and
Chemical Design Holdings plc and all the outstanding
stock of Oxford Molecular Group, Inc. dated August 8,
2000 between Oxford Molecular Group Plc, Molecular
Simulations, Inc. and Pharmacopeia, Inc. (Pursuant to
Item 601(b)(2) of Regulation S-K, certain schedules
to the Purchase Agreement are omitted. The exhibit
contains a list identifying the contents of the
schedules and Pharmacopeia agrees to furnish
supplementally copies of the schedules to the
Securities and Exchange Commission upon request.)
99 Text of press release, dated August 9, 2000 issued by
Pharmacopeia, Inc.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PHARMACOPEIA, INC.
By: /s/ Thomas M. Carney
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Thomas M. Carney
Vice President and General Counsel
(Duly Authorized Officer)
Date: August 16, 2000
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EXHIBIT INDEX
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Exhibit
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2 Agreement for the sale and purchase of the entire issued share
capital of Oxford Molecular Limited and Chemical Design Holdings
plc and all the outstanding stock of Oxford Molecular Group, Inc.
dated August 8, 2000 between Oxford Molecular Group Plc,
Molecular Simulations, Inc. and Pharmacopeia, Inc. (Pursuant to
Item 601(b)(2) of Regulation S-K, certain schedules to the
Purchase Agreement are omitted. The exhibit contains a list
identifying the contents of the schedules and Pharmacopeia agrees
to furnish supplementally copies of the schedules to the
Securities and Exchange Commission upon request.)
99 Text of press release, dated August 9, 2000 issued by
Pharmacopeia, Inc.
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