SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Corvas International, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
221005101
(CUSIP Number)
William J. Silbey, Esq.
Schering-Plough Corporation
One Giralda Farms
Madison, NJ 07940-1000
(201) 822-7000
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 19, 1994
(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:
_____
Check the following box if a fee is being paid with this
Statement:
_____
SCHEDULE 13D
CUSIP No. 221005101
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Schering Corporation
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
_____
(b)
_____
(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
New Jersey
(7) SOLE VOTING POWER
NUMBER OF SHARES 1,250,000
BENEFICIALLY OWNED
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH None
(9) SOLE DISPOSITIVE POWER
1,250,000
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
_____
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.4%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock, no par value (the
"Common Stock"), of Corvas International, Inc., a Delaware
corporation (the "Issuer"), with its principal executive offices
located at 3030 Science Park Road, San Diego, California 92121.
Item 2. Identity and Background.
This Statement is being filed by Schering Corporation (the
"Reporting Person"), a New Jersey corporation and a wholly owned
subsidiary of Schering-Plough Corporation, a New Jersey
corporation ("SPC").
The Reporting Person is engaged in the manufacturing and
marketing of prescription drugs in the United States and has its
principal office at 2000 Galloping Hill Road, Kenilworth, New
Jersey 07930. SPC is a holding company whose operating
subsidiaries are engaged in the discovery, development,
manufacturing and marketing of pharmaceutical and health care
products and has its principal office at One Giralda Farms,
Madison, New Jersey 07940-1000.
For information required by instruction C to Schedule 13D with
respect to the directors and executive officers of the Reporting
Person and SPC, reference is made to Schedule I attached hereto
which is incorporated herein by reference.
During the last five years, none of the Reporting Person, SPC
nor any person named in Schedule I attached hereto has been (a)
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (b) 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.
The aggregate amount of funds required for the purchase of
1,000,000 shares of the Issuer's Series A Convertible Preferred
Stock, par value $.001 per share (the "Series A Preferred Stock"),
was $5 million. The Reporting Person obtained such funds from
working capital.
The aggregate amount of funds required for the purchase of
250,000 shares of the Issuer's Series B Convertible Preferred
Stock, par value $.001 per share (the "Series B Preferred Stock"),
was $2 million. The Reporting Person obtained such funds from
working capital.
Item 4. Purpose of Transaction.
On December 19, 1994, the Reporting Person purchased 1,000,000
shares of Series A Preferred Stock from the Issuer pursuant to the
terms of the Share Purchase Agreement, dated as of December 14,
1994 (the "Purchase Agreement"), between the Reporting Person and
the Issuer.
Each share of Series A Preferred Stock is convertible at the
option of the holder into one share of Common Stock, subject to
anti-dilution adjustments in the event that the Issuer combines or
subdivides the Common Stock, declares a dividend or other
distribution on the Common Stock payable in securities of the
Issuer (other than Common Stock) or in securities of its
subsidiaries or in the event of any reorganization or
reclassification of the Issuer's capital stock. In addition, the
Series A Preferred Stock will automatically be converted into
Common Stock at the conversion rate then in effect upon the tenth
consecutive trading day for which the average of the high and low
sales prices per share of Common Stock on the Nasdaq National
Market (or any national securities exchange on which the Common
Stock is then traded) is equal to or greater than $7.50.
The Series A Preferred Stock is entitled to dividends at the
rate of $.40 per share per annum, subject to the foregoing anti-
dilution adjustments, when, as and if declared by the Issuer's
Board of Directors. Dividends on the Series A Preferred Stock are
cumulative and accrue annually on the Series A Preferred Stock,
whether or not earned or declared. The Series A Preferred Stock
votes together with the Common Stock as a single class. Each
share of Series A Preferred Stock is entitled to that number of
votes equal to the number of shares of Common Stock into which
such share could then be converted.
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Issuer, the holders of Series A
Preferred Stock are entitled to be paid, pro rata, out of the
assets of the Issuer available for distribution to its
shareholders, before any payment is made in respect of any other
class or series of stock ranking junior to the Series A Preferred
Stock, an amount equal to $5.00 per share, plus any declared but
unpaid dividends on such share, and no more.
Subject to the terms and conditions of the Purchase Agreement,
in the event that the Reporting Person exercised the Option, the
Reporting Person had agreed to purchase up to an additional
250,000 shares of the Issuer's capital stock having an aggregate
value of $2,000,000 as follows:
(a) In the event that the average of the high and low sales
prices per share of Common Stock on the Nasdaq National Market (or
any national securities exchange on which the Common Stock is then
traded) for the five consecutive trading days ending on the second
trading day immediately prior to the date of the closing (the
"Option Closing") under the Option (the "Average Issuer Price")
was equal to or greater than $8.00, then at the Option Closing the
Reporting Person was required to purchase that number of shares of
Common Stock having an aggregate value of $2,000,000 at a price
per share equal to the Average Issuer Price; or
(b) In the event that the Average Issuer Price was less than
$8.00, then at the Option Closing the Reporting Person was
required to purchase 250,000 shares of Series B Convertible
Preferred Stock, par value $.001 per share, of the Issuer at a
price of $8.00 per share. The terms of the Series B Preferred
Stock would be substantially identical to the terms of the Series
A Preferred Stock, including the convertibility of such shares
into shares of Common Stock.
On December 13, 1996, the Reporting Person exercised the
Option, and on December 23, 1996 the Reporting Person purchased
250,000 shares of Series B Preferred Stock from the Issuer.
Except as described above, pursuant to the terms of the
Purchase Agreement, the Reporting Person is prohibited from
directly or indirectly acquiring, or offering or agreeing to
acquire, shares of Common Stock, any securities convertible into
or exchangeable for Common Stock or any other right to acquire
Common Stock without the prior written consent of the Issuer,
except that the Reporting Person may purchase securities of the
Issuer to the extent necessary to maintain its pro rata percentage
ownership of the Issuer's outstanding capital stock. In addition,
pursuant to the Purchase Agreement, the Reporting Person is
prohibited from selling, contracting to sell, granting any option
to purchase or otherwise disposing of any securities of the Issuer
held by it until the earlier of (a) the completion of any research
programs to be conducted under the Collaboration Agreement (as
defined below), or (b) December 14, 1999.
Pursuant to the Purchase Agreement, the Issuer has granted to
the Reporting Person certain piggyback and demand registration
rights with respect to the shares of Common Stock issuable upon
conversion of, or with respect to, the Series A Preferred Stock
and the Series B Preferred Stock.
A copy of the Purchase Agreement is attached hereto as Exhibit
1 and is incorporated herein by reference.
Simultaneously with the execution and delivery of the Purchase
Agreement, the Issuer, the Reporting Person and Schering-Plough
Ltd., a Swiss corporation (collectively with the Reporting Person,
"Schering"), entered into an Agreement, dated as of December 14,
1994 (the "Collaboration Agreement"), regarding the collaborative
development of inhibitors of thrombin, a blood clotting enzyme,
and, under certain circumstances described below, inhibitors of
Factor Xa, a blood coagulation enzyme. Pursuant to the terms of
the Collaboration Agreement, the Issuer granted Schering an
exclusive worldwide license to the Issuer's thrombin inhibitor
patent and proprietary rights and know-how to commercialize
thrombin inhibitors. Upon consummation of the acquisition of the
Series A Preferred Stock by the Reporting Person, Schering made an
initial payment of $5,000,000 to the Issuer in consideration of
the grant of such license.
Pursuant to the terms of the Collaboration Agreement, the
Issuer granted Schering an exclusive option (the "Option"),
exercisable until December 14, 1995, unless extended as described
below, to acquire an exclusive worldwide license to the Issuer's
Factor Xa inhibitor patent and proprietary rights and know-how to
commercialize Factor Xa inhibitors. The Collaboration Agreement
provides that Schering will pay the Issuer $5,000,000 within 30
days of Schering's exercise of the Option in consideration of the
grant of such license. Under the Collaboration Agreement, in the
event that Schering pays $1,000,000 to the Issuer prior to the
expiration of the Option, the period during which the Option must
be exercised will be extended until December 14, 1996.
The Collaboration Agreement provides for equity, license fee,
research support and milestone payments to be made by Schering to
the Issuer aggregating up to $80,000,000 in the event that
specified development milestones are achieved and new products
targeting both thrombin and Factor Xa are successfully
commercialized. The Collaboration Agreement also provides for the
payment by Schering to the Issuer of royalties on sales of
products resulting from the collaboration.
A copy of the Collaboration Agreement is attached hereto as
Exhibit 2 and is incorporated herein by reference.
Other than as described above and as otherwise contemplated by
the Purchase Agreement or the Collaboration Agreement, the
Reporting Person has no plans or proposals which relate to, or may
result in, any of the matters listed in Items 4(a)-(j) of Schedule
13D (although the Reporting Person reserves the right to develop
such plans).
The descriptions herein of the Purchase Agreement and the
Collaboration Agreement are qualified in their entirety by
reference to such agreements, copies of which are attached hereto
as Exhibits 1 and 2, respectively.
Item 5. Interest in Securities of the Issuer.
(a) According to the Issuer's Quarterly Report on From 10-Q for
the period ended September 30, 1996, 13,708,747 shares of Common
Stock were issued and outstanding as of October 31, 1996. As
described in Item 4 of this Statement, the Reporting Person may be
deemed to be the beneficial owner of up to 1,250,000 shares of
Common Stock (assuming the conversion of the Class A Preferred
Stock into 1,000,000 shares of Common Stock and the conversion of
the Class B Preferred Stock into 250,000 shares of Common Stock,
representing 8.4% of the outstanding shares of Common Stock (after
giving effect to the conversion of the Class A Preferred Stock
into 1,000,000 shares of Common Stock and the Class B Preferred
Stock into 250,000 shares of Common Stock).
(b) The Reporting Person has sole power to vote or direct the
vote and to dispose or direct the disposition of the shares of
Common Stock stated to be beneficially owned by the Reporting
Person in Item 5(a).
(c) Except as described herein, none of the Reporting Person,
SPC nor any other person referred to in Schedule I attached hereto
has effected any transactions in the Common Stock during the past
sixty days.
(d) The Reporting Person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Class A Preferred Stock and Class B
Preferred Stock beneficially owned by it (and the underlying
shares of Common Stock stated to be beneficially owned by it in
Item 5(a)).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of Issuer.
Except as set forth in Item 4 above and except for the Purchase
Agreement and the Collaboration Agreement, none of the persons
named in Item 2 has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to
any securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
1. Purchase Agreement*
2. Collaboration Agreement.**
3. Exhibits A through I of Collaboration Agreement.**
* Previously filed.
** Previously filed with certain portions intentionally omitted
due to the confidential nature thereof and filed separately
with the Securities and Exchange Commission.
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: January 2, 1996
SCHERING CORPORATION
By: /s/ William J. Silbey
William J. Silbey
Secretary
SCHEDULE I
A. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING CORPORATION
The name, business address and present principal occupation or
employment of each of the directors and executive officers of
Schering Corporation are set forth below. Each person identified
below is an officer of Schering Corporation and is an employee of
a subsidiary of Schering-Plough Corporation. The business address
of each person identified below is Schering-Plough Corporation,
One Giralda Farms, Madison, NJ 07940-1000. Directors are
identified by an asterisk. Unless otherwise indicated below, all
directors and officers listed below are citizens of the United
States.
Present Principal Occupation or
Name and Citizenship Employment
Alfredo M. Blanco Vice President
E. S. Brokken, D.M.V. Vice President
Leonard Camarda Vice President
Raul E. Cesan* President and Chairman of the Board (See
(Argentina) also Item B below)
Joseph C. Connors Vice President (See also Item B below)
Hugh A. D'Andrade Vice President (See also Item B below)
Martin Driscoll Vice President
Alexander Giaquinto Vice President
Kathleen Hurtado Vice President
Raman Kapur Vice President
(India)
Thomas H. Kelly Vice President (See also Item B below)
Raul Kohan Vice President
Hans-Jorg Kummer Vice President
(Switzerland)
Thomas C. Lauda* Vice President
Jay L. Ludwig Assistant Treasurer
Robert S. Lyons Vice President (See also Item B below)
E. Kevin Moore Vice President and Treasurer (See also Item
B below)
Paula Morgan Vice President
James R. Nelson Vice President
Daniel A. Nichols Vice President and Assistant Treasurer (See
also Item B below)
John E. Nine Vice President (See also Item B below)
Gordon C. O'Brien Vice President (See also Item B below)
Cecil B. Pickett, PhD Vice President
David Poorvin Vice President
Bruce Rodda Vice President
John P. Ryan Vice President
Robert J. Spiegel Vice President
William J. Silbey Vice President and Secretary (See also Item
B below)
Arleen P. Skuya Assistant Secretary
Donald J. Soriero Assistant Treasurer
Jonathan Spicehandler Vice President
Colin Turnbull Vice President
Hugo Wahnish Vice President
(Argentina)
Anthony Wolfe Vice President
Jack L. Wyszomierski Vice President (See also Item B below)
Richard W. Zahn* Vice President
B. DIRECTORS AND EXECUTIVE OFFICERS OF SCHERING-PLOUGH
CORPORATION
The name, business address and present principal occupation or
employment of each of the directors and executives officers of
Schering-Plough Corporation are set forth below. Unless otherwise
indicated, each person identified below is employed by a
subsidiary of Schering-Plough Corporation and the address of each
individual identified below is Schering-Plough Corporation, One
Giralda Farms, Madison, New Jersey 07940-1000. Directors are
identified by an asterisk. Unless otherwise indicated below, all
directors and executive officers listed below are citizens of the
United States.
Name and Address Present Principal Occupation or
(Citizenship) Employment
Hans W. Becherer* Chairman and Chief Executive Officer of
Deere & Company Deere & Company (a manufacturer of mobile
John Deere Road power machinery and a supplier of
Moline, IL 61265 financial and health care services)
Raul E. Cesan Executive Vice President; President of
(Argentina) Schering-Plough Pharmaceuticals (See also
Item A above)
Donald R. Conklin Executive Vice President; Chairman of
Schering-Plough HealthCare Products
Joseph C. Connors Executive Vice President and General
Counsel
Hugh A. D'Andrade* Vice Chairman and Chief Administrative
Officer
Geraldine U. Foster Senior Vice President - Investor Relations
and Corporate Communications
David C. Garfield* Retired
Regina E. Herzlinger* Professor of Business Administration,
Harvard Business School Harvard Business School
Soldiers Field Road
Baker Library 163
Boston, MA 02163
Thomas H. Kelly Vice President and Controller
Richard J. Kogan* President and Chief Executive Officer
Robert P. Luciano* Chairman of the Board
Robert S. Lyons Vice President - Corporate Information
Services
E. Kevin Moore Vice President and Treasurer
H. Barclay Morley* Retired
General Carl E. Mundy* Retired
Daniel A. Nichols Senior Vice President - Taxes
John Nine Vice President
Gordon C. O'Brien Senior Vice President - Human Resources
Richard de J. Osborne* Chairman, Chief Executive Officer and
ASARCO, Inc. President of ASARCO Incorporated (non-
180 Maiden Lane ferrous metals producer)
New York, NY 10038
Patricia F. Russo* Executive Vice President, Chief Staff
Lucent Technologies Officer
600 Mountain Road
Room 6A501
Murray Hill, NJ 07974
William A. Schreyer* Retired
William J. Silbey Staff Vice President, Secretary and
Associate General Counsel
R. J. Ventres* Retired
Robert F. W. van Oordt* Retired
(The Netherlands)
James Wood* Chairman and Chief Executive Officer of
The Great Atlantic & The Great Atlantic & Pacific Tea Company,
Pacific Tea Co., Inc. Inc. (supermarkets)
2 Paragon Drive
Montvale, NJ 07645
(England)
Jack L. Wyszomierski Executive Vice President and Chief
Financial Officer
25546-1/25713-1 (Edgar)
