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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
CORVAS INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
221005101
(CUSIP Number)
WILLIAM J. SILBEY, ESQ.
SCHERING-PLOUGH CORPORATION
ONE GIRALDA FARMS
MADISON, NEW JERSEY 07940
(973) 822-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 23, 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(b)(3) or (4), check the following
box: |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
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1 NAME(S) OF REPORTING PERSON(S)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Schering Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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NUMBER OF (7) SOLE VOTING POWER . . . . . . . . . .None
SHARES
BENEFICIALLY (8) SHARED VOTING POWER . . . . . . . . . None
OWNED BY
EACH (9) SOLE DISPOSITIVE POWER. . . . . . . . None
REPORTING
PERSON (10) SHARED DISPOSITIVE POWER. . . . . . . None
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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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)
None
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14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
The class of equity securities to which this statement relates
are shares of common stock, par value $.001 per share (the "Common Stock"), of
Corvas International, Inc. a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are 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 Reporting Person sold a total of 1,250,000 shares of the
Common Stock of the Issuer in open market transactions from June 21, 2000
through June 23, 2000 at selling prices ranging from $9.31 to $10.00. The
average selling price was $9.65. The Reporting Person acquired the Common Stock
through the conversion of 1,000,000 shares of the Issuer's Series A Convertible
Preferred Stock and 250,000 shares of the Issuer's Series B Convertible
Preferred Stock.
Item 4. Purpose of Transaction
The sales described above in Item 3 were made by the Reporting
Person in the ordinary course of business.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Person has no beneficial ownership of shares
of Common Stock.
(b) Number of shares of Common Stock as to which the Reporting
Person has:
1
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(i) Sole power to vote or direct the vote: None
(ii) Shared power to direct the vote: None
(iii) Sole power to dispose or to direct the
disposition: None
(iv) Shared power to dispose or to direct the
disposition: None
(c) Except as described herein, the Reporting Person has not
had any transactions in Common Stock of the Issuer during the last 60 days.
(d) Not Applicable
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of The Issuer
None
2
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Item 7. Material to be Filed as Exhibits
None
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: July 12, 2000
/s/ William J. Silbey
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William J. Silbey
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for his purpose which
is already on file with the Commission may be incorporated by reference. The
name of any title of each person who signed this statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute federal criminal violations. (see 18 U.S.C. 1001).
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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.
<TABLE>
<CAPTION>
NAME AND CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
-------------------- ------------------------------------------
<S> <C>
Raul E. Cesan * President and Chairman of the Board
(Argentina)
Stephen Andrzejewski Vice President
Alfredo M. Blanco Vice President
Leonard Camarda Vice President
Joseph Caso Vice President
Joseph C. Connors Vice President
Hugh A. D'Andrade Vice President
Roch Doliveux Vice President
Martin Driscoll Vice President
Alexander Giaquinto, Ph.D. Vice President
Raman Kapur Vice President
(India)
Thomas H. Kelly Vice President
Raul E. Kohan Vice President
H-J. Kummer Vice President
(Switzerland)
</TABLE>
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<TABLE>
<S> <C>
Thomas C. Lauda* Vice President
Robert S. Lyons Vice President
Paula Morgan Vice President
James R. Nelson Vice President
John E. Nine Vice President
Cecil B. Pickett Vice President
David Poorvin Vice President
John P. Ryan Vice President
Jonathan Spicehandler Vice President
Robert J. Spiegel Vice President
Colin Turnbull Vice President
K. J. Varma BVSc, MVSc, PhD Vice President
Hugo Wahnish Vice President
(Argentina)
Joel Wiener Vice President
Anthony Wolfe Vice President
Jack L. Wyszomierski Vice President
Richard W. Zahn * Vice President
William J. Silbey Vice President and Secretary
E. Kevin Moore Vice President and Treasurer
Daniel A. Nichols Vice President and Asst. Treasurer
Arthur Ceconi, Jr. Assistant Secretary
Nancy A. Davis Assistant Secretary
</TABLE>
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<TABLE>
<S> <C>
George A. Marootian Assistant Secretary
Myra A. McGinley Assistant Secretary
Bette Schultz Assistant Secretary
Morgan M. W. Weber Assistant Secretary
Ronald Yonts Assistant Secretary
Peter Bouchoux Assistant Treasurer
Anthony L. Genito Assistant Treasurer
Joseph McNulty Assistant Treasurer
Wayne L. Miller Assistant Treasurer
Donald J. Soriero Assistant Treasurer
Eugene P. Desimone Controller
</TABLE>
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 executive 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 person identified below is Schering-Plough Corporation, One
Giralda Farms, Madison, NJ 07940-1000. Unless otherwise indicated below, all
directors and officers listed below are citizens of the United States.
<TABLE>
<CAPTION>
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR
(CITIZENSHIP) EMPLOYMENT
---------------- -------------------------------
<S> <C>
Hans W. Becherer* Chairman of the Board
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 President and Chief Operating Officer
(Argentina)
Joseph C. Connors Executive Vice President and General
Counsel
</TABLE>
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<TABLE>
<S> <C>
Hugh A. D'Andrade* Vice Chairman and Chief Administrative
Officer
Geraldine U. Foster Senior Vice President - Investor Relations
and Corporate Communications
Douglas J. Gingerella Vice-President - Corporate Audits
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* Chairman and Chief Executive Officer
Robert P. Luciano* Chairman Emeritus
Robert S. Lyons Vice President - Corporate Information
Services
Eugene P. McGrath* Chairman and CEO
Consolidated Edison Consolidated Edison
4 Irving Place
New York, NY 10003
Donald L. Miller* Retired
E. Kevin Moore Vice President and Treasurer
H. Barclay Morley* Retired
General Carl E. Mundy, Jr.* Retired
Daniel A. Nichols Senior Vice President - Taxes
John Nine Corporate Vice President and President
of Technical Operations
Richard de J. Osborne* Retired
Patricia F. Russo* Executive Vice President, CEO Service
Lucent Technologies Provider Networks
</TABLE>
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<TABLE>
<S> <C>
283 King George Road
Warren, NJ 07059
John P. Ryan Senior Vice President - Human Resources
William J. Silbey Staff Vice President, Secretary and
Associate General Counsel
Robert F. W. van Oordt* Chairman
RCE Nederland RCE Nederland
Coolisingel 120
PP Box 973
NL-3000 AZ Rotterdam
(The Netherlands)
Arthur F. Weinbach* Chairman and CEO
Automated Data Processing, Inc. Automated Data Processing Inc.
One ADP Boulevard
Roseland, NJ 07068
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
</TABLE>
