<PAGE> 1
THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901(d) OF REGULATION S-T
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, $.01 PAR VALUE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Title of Class of Securities)
127639-10-2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(CUSIP Number)
E.J. BUCKINGHAM, III, ESQ., SOLVAY AMERICA, INC.,
3333 RICHMOND AVENUE, HOUSTON, TEXAS 77098, TEL. NO. (713) 525-6080
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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 Schedule 13D, and is filing this
schedule 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]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP NO. 127639 10 2 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Physica B. V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,599,942 shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,599,942 shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,599,942
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.75%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, $ .01 par value (the
"Common Stock"), of Cadus Pharmaceutical Corporation, a Delaware corporation
("Cadus").
The address of the principal executive office of Cadus is 777 Old
Saw Mill River Road, Tarrytown, New York 10591.
ITEM 2. IDENTITY AND BACKGROUND.
Physica B.V. ("Physica") is a Dutch corporation that is in the
business of forwarding, including but not limited to pharmaceutical, chemical,
biological, and mechanical products. Its principal business address and the
address of its principal office is C.J. van Houtenlaan 36, 1381 CP Weesp, The
Netherlands.
(d) Not applicable
(e) Not applicable
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 17, 1996, Physica acquired 715,000 shares of Common Stock in
connection with the initial public offering of Cadus. Physica paid $5,005,000
($7.00 per share) for 715,000 shares. Physica borrowed the entire amount from
Sodufa B.V., which is the holding company for Solvay Duphar B.V., which is the
parent company of Physica.
ITEM 4. PURPOSE OF TRANSACTION.
In November 1995, and in conjunction with a Research Collaboration
and License Agreement between Cadus and Solvay Duphar B.V., Physica entered
into a Preferred Stock Purchase Agreement (the "Agreement") with Cadus pursuant
to which Physica acquired 2,500,000 shares of the Series B Preferred Stock of
Cadus, which were later converted into shares of Common Stock. In addition to
the purchase of Preferred Stock, the Agreement provided that, in the event
Cadus effected an initial public offering during the term of the research
agreement, Physica would be required to purchase up to $5,000,000 of Common
Stock in the offering, subject to certain conditions. Although Cadus waived
its right under the Agreement to have Physica purchase shares in the initial
public offering, Physica complied with the terms of the Agreement and purchased
715,000 shares of Common Stock at an aggregate price of $5,005,000.
At the time Physica entered into the Agreement, it became a party to
a stockholders' voting agreement (which, by its own terms, terminated upon
consummation of the initial public offering) pursuant to which Physica was
entitled to designate one nominee to the board of directors of Cadus. Physica
has no present intention to increase its representation on the board of
directors.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Amount Beneficially Owned: 1,599,942 shares
Percent of Class: 13.75%
Page 3 of 6 Pages
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(b) Sole Voting Power: 1,599,942 shares
Shared Voting Power: none
Sole Dispositive Power: 1,599,942 shares
Shared Dispositive Power: none
(c) On July 17, 1996, Cadus priced a public offering of 2,750,000
shares of Common Stock, which sale closed on July 22, 1996.
Physica purchased 715,000 shares of Common Stock, at $7.00 per
share, in the public offering.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Physica was a party to a stockholders' Voting Agreement that gave
Physica the right to designate one member to the board of directors of Cadus.
Pursuant to the terms of the Voting Agreement, it terminated upon consummation
of the initial public offering of the Common Stock on July 17, 1996.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
Page 4 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: July 27, 1996
PHYSICA B.V.
By: /s/ Dr. Jan Willem Frederik van Ingen
---------------------------------------
Dr. Jan Willem Frederik van Ingen
Director
Page 5 of 6 Pages
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ANNEX A
Information With Respect To Officers and Directors
Item 2. (a), (b), (c) and (f)
DIRECTORS:
(a) Dr. Jan Willem Frederik van Ingen
(b) Meester H. Enschedeweg 1, 2111 EA Aer enhout
(c) Managing Director of Solvay Duphar B.V.
(d) Dutch
OFFICERS:
(a) Michel Sanders (executive officer of Physica)
(b) Alpen Rondweg 6 1186 C2 Amstelveen
(c) Credit Manager of Solvay Duphar B.V.
(d) Dutch
(a) Rob Timmerman (executive officer of Physica)
(b) Frans Halshof 15, 13 96 ER Nederhorst Den Berg
(c) Manager Forwarding of Solvay Duphar B.V.
(d) Dutch
(d) No director or officer of Physica has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e) No director or officer of Physica was, during the last five years, 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.
No director or officer of Physica has any beneficial ownership of securities of
Cadus other than the shares held directly by Physica nor do any of such persons
have any plans with respect to Cadus or arrangements or relationships with
other persons that might require disclosure under Items 4 or 6 of Schedule 13D.
Page 6 of 6 Pages
