Page 1 of 10
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cadus Pharmaceutical Corporation
--------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
127639102
---------
(CUSIP Number)
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
(212) 546-4000
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 17, 1996
-------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following box: |_|
Check the following box if a fee is being paid with this Statement: |X|
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions
of the Exchange Act.
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Page 2 of 10
SCHEDULE 13D
- ----------------------------------
CUSIP No. 127639102
- ----------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRISTOL-MYERS SQUIBB COMPANY
I.R.S. Employer Identification Number 22-079-0350
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
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
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,061,673
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
PERSON 2,061,673
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,061,673
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
17.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 127639102 Page 3 of 10
Item 1. Security and Issuer.
-------------------
The class of equity securities to which this Statement relates
is the Common Stock, par value $0.01 per share (the "Common Stock"), of Cadus
Pharmaceutical Corporation, a Delaware corporation (the "Issuer"), which has its
principal executive offices at 777 Old Saw Mill River Road, Tarrytown, NY
10591-6705.
Item 2. Identity and Background.
-----------------------
This Statement is being filed by Bristol-Myers Squibb Company,
a Delaware corporation (the "Company"). The Company conducts its principal
business and maintains its principal office at 345 Park Avenue, New York, NY
10154. The Company is a diversified, worldwide health and personal care company
whose principal businesses are pharmaceuticals, consumer products, nutritionals
and medical devices.
The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of the Company
is set forth on Schedule A which is incorporated herein by reference.
During the past five years, neither the Company nor, to the
best knowledge of the Company, any of its executive officers or directors (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
In July 1994, the Issuer and the Company entered into a
research collaboration, whereby the Company agreed to make an initial equity
investment of $12,500,000 in the Issuer's Series B Preferred Stock. The Company
made an additional equity investment of $5,000,000 in the Issuer's Series B
Preferred Stock in September 1995 upon the Issuer achieving a research
milestone. Both equity investments came out of the working capital of the
Company.
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CUSIP No. 127639102 Page 4 of 10
On July 17, 1996, the Issuer completed an initial public
offering of its Common Stock with a per share offering price of $7.00. The
Company made an additional equity investment of $2,500,000, acquiring 355,000
shares of Common Stock. The purchase price for this investment came out of the
working capital of the Company.
Item 4. Purpose of Transaction.
----------------------
The Company has acquired the Common Stock of the Issuer for
the purpose of making an investment in the Issuer and not with the view to, or
for resale in connection with, any distribution thereof. The Company has no
present intention of selling, granting any participation in, or otherwise
distributing the Common Stock. The Company does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer, or
grant participations to such person or to any third person, with respect to any
of the Common Stock.
Item 5. Interest in Securities of the Issuer.
------------------------------------
To the best knowledge of the Company, the Company is the
beneficial owner of 2,061,673 shares of Common Stock of the Issuer or
approximately 17.1% of the Common Stock of the Issuer currently outstanding. The
Company has the sole power to vote and dispose of all the shares of the Common
Stock of the Issuer which it owns.
Except as set forth in this Item 5 and on Schedule B attached
hereto which is incorporated herein by reference, neither the Company nor, to
the best knowledge of the Company, any of its officers or directors owns any
shares of Common Stock.
Except as set forth in this Item 3 and on Schedule B attached
hereto which is incorporated herein by reference, neither the Company nor, to
the best knowledge of the Company, any of its executive officers or directors
has effected any transaction in shares of Common Stock during the past sixty
(60) days.
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CUSIP No. 127639102 Page 5 of 10
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect
--------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
The Preferred Stock Purchase Agreement, together with First Amendment
thereto, filed as an exhibit hereto are incorporated by reference. Except as set
forth in the Agreement, neither the Company nor, to the best knowledge of the
Company, any of its officers or directors have entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) with respect
to the Common Stock of the Issuer.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Preferred Stock Purchase Agreement dated as of July 26, 1994 between
Issuer and the Company concerning Series B Preferred Stock, together with
The First Amendment thereto dated as of October 31, 1995 (incorporated herein
by reference Exhibit No. 10.8# to Registration Statement No. 333-4441 on Form
S-1).
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: August 6, 1996 BRISTOL-MYERS SQUIBB COMPANY
--------------
By:/s/ Alice C. Brennan
----------------
Alice C. Brennan
Vice President and Secretary
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CUSIP No. 127639102 Page 6 of 10
SCHEDULE A
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The following information sets forth the name, citizenship,
business address and present principal occupation of each of the directors and
executive officers of the Company. Each of the directors and executive officers
of the Company is a citizen of the United States. Each of the Company's
executive officer's business address is 345 Park Avenue, New York, New York
10154, unless otherwise indicated.
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
Directors of Bristol-Myers Squibb Company
- -----------------------------------------
Charles A. Heimbold, Jr. Chairman of the Board and
Bristol-Myers Squibb Company Chief Executive Officer
345 Park Avenue
New York, New York 10154
Robert E. Allen Chairman and Chief Executive Officer
AT&T Company AT&T Company
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Michael E. Autera Executive Vice President
Bristol-Myers Squibb Company
345 Park Avenue
New York, New York 10154
Ellen V. Futter President
The American Museum of Natural History The American Museum of Natural History
Central Park West at 79th Street
New York, New York 10024
Louis V. Gerstner, Jr. Chairman of the Board and Chief Executive
IBM Corporation Officer of IBM Corporation
Old Orchard Road
Armonk, New York 10504
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CUSIP No. 127639102 Page 7 of 10
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
John D. Macomber Principal of JDM Investment Group
JDM Investment Group
2806 N. Street, N.W.
Washington, D.C. 20007
James D. Robinson III Chairman and Chief Executive Officer of
J.D. Robinson Inc. RRE Investors, LLC and President of
126 East 56th Street J.D. Robinson Inc.
New York, New York 10022
Andrew C. Sigler Chairman and Chief Executive Officer
Champion International Corporation Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
Louis W. Sullivan, M.D. President of Morehouse School of Medicine
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, Georgia 30310-1495
Kenneth E. Weg Executive Vice President and President,
Bristol-Myers Squibb Company Bristol-Myers Squibb Pharmaceutical Group
345 Park Avenue
New York, New York 10154
Officers of Bristol-Myers Squibb Company
- ----------------------------------------
Charles A. Heimbold, Jr. Chairman of the Board, Director and Chief
Executive Officer
Michael E. Autera Executive Vice President and Director
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CUSIP No. 127639102 Page 8 of 10
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
Harrison M. Bains, Jr. Treasurer and Vice President, Corporate
Staff
Alice C. Brennan Secretary and Vice President,
Corporate Staff
George P. Kooluris Senior Vice President, Corporate
Development, Corporate Staff
John L. McGoldrick General Counsel and Senior Vice President,
Corporate Staff
Michael F. Mee Chief Financial Officer and Senior Vice
President, Corporate Staff
Leon E. Rosenberg, M.D. President, Bristol-Myers Squibb
Pharmaceutical Research Institute
Frederick S. Schiff Controller and Vice President, Corporate
Staff
Charles G. Tharp, Ph.D. Senior Vice President, Human Resources,
Corporate Staff
Kenneth E. Weg Executive Vice President and Director,
President, Bristol-Myers Squibb
Pharmaceutical Group
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CUSIP No. 127639102 Page 9 of 10
SCHEDULE B
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Shares of Common Stock Owned
----------------------------
None.
Transactions in Shares of Common Stock
during the Last 60 Days
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None.
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CUSIP No. 127639102 Page 10 of 10
EXHIBIT INDEX
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Exhibit
Number Document
- ------ --------
1 Preferred Stock Purchase Agreement dated as of July 26, 1994
between Cadus Pharmaceutical Corporation and Bristol-Myers Squibb
Company, together with the First Amendment thereto dated as of October
31, 1995 (incorporated herein by reference to Exhibit No. 10.8# to
Registration Statement No. 333-4441 on Form S-1).
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