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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 4)
Cadus Pharmaceutical Corporation
--------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
127639102
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(CUSIP Number)
Sandra Leung
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)
November 15, 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: 9
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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
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BRISTOL-MYERS SQUIBB COMPANY
I.R.S. Employer Identification Number 22-079-0350
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,927,673
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
PERSON --------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
PERSON 1,927,673
WITH --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,927,673
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 127639102 Page 3 of 11
This Amendment No. 4 is being filed to replace and supercede the Schedule B to
this 13D previously filed.
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 1,927,673 shares of Common Stock of the Issuer or
approximately 14.6% 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.
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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 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 (incorporated herein by reference to Exhibit No. 2 to
Amendment No. 2 to this Schedule 13D).
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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: November 15, 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
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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
AT&T Corp. Officer
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
SE-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, Strategy &
e-Business
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 Group
Michael F. Mee Executive Vice President and
Chief Financial Officer
Peter S. Ringrose, Ph.D. Chief Scientific Officer and
President, Pharmaceutical Research Institute
Stephen I. Sadove Senior Vice President and
President, Clairol
Frederick S. Schiff Senior Vice President, Financial Operations
& Controller
John L. Skule Senior Vice President, Public 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
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The Company sold Common Stock of the Issuer on the open market during the last
60 days as described below:
<TABLE>
<CAPTION>
Date: Number of Shares: Price Per Share:
--------- ----------------- ----------------
<S> <C> <C>
10/02/00 10,000 1.04
10/03/00 5,000 1.01
10/04/00 10,000 1.03
10/05/00 500 1.03
10/06/00 1,000 1.0
10/09/00 1,700 1.0
10/16/00 5,000 1.0
10/18/00 500 1.02
10/20/00 6,300 1.01
10/23/00 2,500 1.0
10/27/00 5,000 1.0
11/09/00 81,500 1.04
11/13/00 5,000 1.03
</TABLE>
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CUSIP No. 127639102 Page 11 of 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document
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<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 (incorporated herein by reference to Exhibit No. 2 to
Amendment No. 2 to this Schedule 13D).
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