<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
March 9, 2000
----------------
(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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
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Page 2 of 11
SCHEDULE 13D
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CUSIP No. 127639102
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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
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7 SOLE VOTING POWER
NUMBER OF 2,061,673
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,061,673
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,061,673
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12 CHECK BOX IF THE AGGREGATE AMOUNT 1N ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 127639102 Page 3 of 11
This Amendment No. 2 is being filed to amend Item 4, Item 6, and Item 7 of this
Schedule 13D.
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 767 Fifth Avenue, New York, NY 10153.
Item 2. Identity and Background.
This Amendment 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 11
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 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 Common Stock of the Issuer was
initially acquired in connection with a research collaboration between the
Company and the Issuer which expired in July 1999.
The Company and the Issuer are parties to a letter agreement (the "Letter
Agreement") concerning the Company's shares of the Common Stock. Such Letter
Agreement is filed as an exhibit hereto and is incorporated herein by reference.
The Letter Agreement includes certain notice requirements and transfer
restrictions with respect to the Company's shares of the Common Stock. Subject
to market conditions and the Letter Agreement, the Company may, in its sole
discretion, sell all or a portion of its shares of Common Stock from time
to time in open market transactions or otherwise.
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 15.8% 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 Schodule 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.
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CUSIP No. 127639102 Page 5 of 11
Except as set forth in 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.
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 herein by reference. Except
as set forth in such Agreement or the Letter 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.
1. 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).
2. Letter Agreement dated March 23, 1999 between the Issuer and the
Company.
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CUSIP No. 127639102 Page 6 of 11
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: March 10, 2000 BRISTOL-MYERS SQUIBB COMPANY
- ----------------------
By: /s/ Sandra Leung
------------------
Sandra Leung
Secretary
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CUSIP No. 127639102 Page 7 of 11
SCHEDULE A
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.
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
<S> <C>
Directors of Bristol-Myers Squibb Company
- -----------------------------------------
Charles A. Heimbold, Jr. Chairman and Chief Executive Officer
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
Robert E. Allen Retired Chairman and Chief Executive Officer
AT&T Corp.
101 JFK Parkway
Room 1D403
Short Hills, NJ 07078
Lewis B. Campbell Chairman and Chief Executive Officer
Textron Inc.
40 Westminister Street
Providence, RI 02903-2596
Vance D. Coffman Chairman and Chief Executive Officer
Lockheed Martin Corporation
6801 Rockledge Drive
Bethseda, MD 20817
Peter R. Dolan President
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
Ellen V. Futter President
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
</TABLE>
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CUSIP No. 127639102 Page 8 of 11
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation
- ------------------------- ----------------------------
<S> <C>
Louis V. Gerstner, Jr. Chairman and Chief Executive Officer
IBM Corporation
New Orchard Road
Armonk, NY 10504
Laurie H. Glimcher, M.D. Professor of Medicine and Immunology
Harvard Medical School and
Harvard School of Public Health
Department of Immunology and Infectious Diseases
651 Huntington Avenue, FXB-2
Boston, MA 02115
Leif Johansson President and Chief Executive Officer
AB Volvo
5E-40508
Goteborg, Sweden
James D. Robinson III Chairman and Chief Executive Officer
RRE Investors
126 East 56th Street, 22nd Floor
New York, NY 10022
Louis W. Sullivan, M.D. President
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, GA 30310-1495
Kenneth E. Weg Executive Vice President and Vice Chairman
Bristol-Myers Squibb Company
Route 206 & Provinceline Road
Princeton, NJ 08540
Executive Officers of Bristol-Myers Squibb Company
- --------------------------------------------------
Charles A. Heimbold, Jr. Chairman and Chief Executive Officer
Harrison M. Bains, Jr. Treasurer and Vice President
</TABLE>
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CUSIP No. 127639102 Page 9 of 11
<TABLE>
<CAPTION>
Name Present Principal Occupation
- ---- ----------------------------
<S> <C>
Peter R. Dolan President
Donald J. Hayden, Jr. Executive Vice President
George P. Kooluris Senior Vice President
Corporate Development
Richard J. Lane President, Worldwide Medicines Group
Sandra Leung Secretary
John L. McGoldrick Executive Vice President and
General Counsel
President, Medical Devices Croup
Michael F. Mee Executive Vice President and
Chief Financial Officer
Christine A. Poon President, International Medicines
Peter S. Ringrose, Ph.D. Chief Scientific Officer and
President, Pharmaceutical Research Institute
Stephen I. Sadove Senior Vice President and
President, Worldwide Beauty Care and
Nutritionals
Frederick S. Schiff Controller and Vice President, Financial
Operations
John L. Skule Senior Vice President, Corporate and
Environmental Affairs
Charles G. Tharp, Ph.D. Senior Vice President, Human Resources
Kenneth E. Weg Executive Vice President and Vice Chairman
</TABLE>
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CUSIP No. 127639102 Page 10 of 11
SCHEDULE B
Shares of Common Stock Owned
----------------------------
None.
Transactions in Shares of Common Stock
during the Last 60 Days
--------------------------------------
None.
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CUSIP No. 127639102 Page 11 of 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------- --------
<S> <C>
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).
2 Letter Agreement dated March 23, 1999 between the Issuer and
the Company.
</TABLE>
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EXHIBIT 2
Cadus Pharmaceutical Corporation
777 Old Saw Mill River Road
Tarrytown, NY 10591-6705
March 23, 1999
Bristol-Myers Squibb Company
Route 206 & Province Line Road
Princeton, NJ 08543-4000
Gentlemen:
Bristol-Myers Squibb Company ("BMS") currently owns 2,061,673 shares of
common stock (the "Shares") of Cadus Pharmaceutical Corporation ("Cadus"). This
letter sets forth our agreement as to certain restrictions on BMS's ability to
dispose of the Shares.
As long as BMS owns at least 100,000 Shares, BMS will notify Cadus at least
ten trading days in advance of any proposed sale of Shares (including a tender
of the Shares in the context of a tender offer for shares of common stock of
Cadus). BMS and Cadus agree and acknowledge that it is in their mutual interest
that disposition of the Shares be accomplished in a manner that does not disrupt
or undermine the trading market for Cadus's common stock and the parties will
work together to explore methods of disposition in order to achieve such goal.
BMS shall not transfer the Shares to any person who (i) to the best of
BMS's knowledge, poses a significant competitive threat to a substantial portion
of Cadus's business or to a significant product of Cadus or (ii) is involved in
ongoing litigation with Cadus (as reflected in Cadus's filings under the
Securities Exchange Act of 1934, as amended). This limitation on transfer shall
not apply to unsolicited sales by BMS in open market transactions through a
broker (provided that BMS has no knowledge that any such sale is to or for the
benefit of a person described above), sales by BMS pursuant to an underwritten
public offering or tender of the Shares by BMS in the context of a tender offer
for shares of Cadus's common stock.
<PAGE>
Kindly confirm that the foregoing represents our agreement by signing and
returning the enclosed copy hereof, whereupon this letter shall constitute a
valid and binding agreement between us.
Very truly yours,
CADUS PHARMACEUTICAL CORPORATION
By: /s/ Charles Woler
-----------------------------
Name: Charles Woler
Title: President & Chief Executive Officer
ACCEPTED AND AGREED TO:
BRISTOL-MYERS SQUIBB COMPANY
BY: /S/ Charles Linzner
--------------------------
Name: Charles Linzner
Title: Vice President and Senior Counsel
