<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PHARMACOPEIA, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
071713B10
- --------------------------------------------------------------------------------
(CUSIP Number)
*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 ("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).
(CONTINUED ON FOLLOWING PAGES)
Page 1 of 17 Pages
Exhibit Index Contained on Page 14
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CUSIP NO. 071713B10 13G Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kleiner Perkins Caufield & Byers VI, L.P., a
California Limited Partnership ("KPCB VI")
94-3157816
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH - 0 -
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH - 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
- 0 -
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KPCB VI Associates, L.P., a California Limited
Partnership ("KPCB VI Associates") 94-3158010
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
NUMBER OF 5 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 6 - 0 -
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON - 0 -
WITH
8 SHARED DISPOSITIVE POWER - 0 -
shares directly owned by KPCB VI.
KPCB VI Associates is the general
partner of KPCB VI.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
- 0 -
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
- 0 -
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brook H. Byers
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 35,520
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH The Brook H. Byers Trust holds 8,457
REPORTING shares, beneficial ownership of which
PERSON Mr. Byers disclaims.
WITH
7 SOLE DISPOSITIVE POWER
35,520
8 SHARED DISPOSITIVE POWER
The Brook H. Byers Trust holds 8,457
shares, beneficial ownership of which
Mr. Byers disclaims.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
43,977
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.4%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vinod Khosla
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 14,224
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH The Vinod & Neeru Khosla Trust holds
REPORTING 14,836 shares, beneficial ownership of
PERSON which Mr. Khosla disclaims.
WITH
7 SOLE DISPOSITIVE POWER
14,224
8 SHARED DISPOSITIVE POWER
The Vinod & Neeru Khosla Trust holds
14,836 shares, beneficial ownership of
which Mr. Khosla disclaims.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
29,060
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 6 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Floyd Kvamme
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 21,970
SHARES
BENEFICIALLY 6 - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 21,970
WITH
8 - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
21,970
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.2%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 7 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
L. John Doerr
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 38,989
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH The Child(ren) of L. John Doerr Trust
REPORTING holds 8,457 shares, beneficial
PERSON ownership of which Mr. Doerr disclaims.
WITH
7 SOLE DISPOSITIVE POWER
38,989
8 SHARED DISPOSITIVE POWER
The Child(ren) of L. John Doerr Trust
holds 8,457 shares, beneficial
ownership of which Mr. Doerr disclaims.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
47,446
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.4%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 8 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph S. Lacob
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 30,168
SHARES
BENEFICIALLY 6 - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 30,168
WITH
8 - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,168
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 9 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard Lacroute
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 30,163
SHARES
BENEFICIALLY 6 - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 30,163
WITH
8 - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
30,163
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.3%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 071713B10 13G Page 10 of 17 Pages
1 NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James P. Lally
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) /X/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 43,095
SHARES
BENEFICIALLY 6 - 0 -
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 43,095
WITH
8 - 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
43,095
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.4%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 11 of 17
ITEM 1(A). NAME OF ISSUER.
Pharmacopeia, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
201 College Road East
Princeton, NJ 08540
ITEM 2(A)-(C). NAME, ADDRESS AND CITIZENSHIP OF PERSONS FILING.
This amended statement is being filed by KPCB VI Associates,
L.P., a California Limited Partnership ("KPCB VI Associates"), whose principal
business address is 2750 Sand Hill Road, Menlo Park, California 94025. The
names, business addresses and citizenships of all the general partners of
KPCB VI Associates are set forth on Exhibit B hereto.
KPCB VI Associates is general partner to Kleiner Perkins Caufield
& Byers VI, L.P., a California limited partnership ("KPCB VI").
ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER.
Common Stock
CUSIP # 071713B10
ITEM 3. NOT APPLICABLE.
ITEM 4. OWNERSHIP.
Please see item 5.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
This statement is being filed to report the fact that as of the
date hereof each reporting person has ceased to be the beneficial
owner of more than five percent of the Common Stock of
Pharmacopeia, Inc.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable - see item 5.
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Page 12 of 17
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
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Page 13 of 17
SIGNATURES
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: February 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
------------------------------------
A General Partner
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ BROOK H. Byers
------------------------------------
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH S. LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
------------------------------------
Michael S. Curry
Attorney-in-Fact
<PAGE>
Page 14 of 17
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- --------- --------------
Exhibit A: Agreement of Joint Filing 15
Exhibit B: List of General Partners of KPCB VI Associates 16
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Page 15 of 17
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly
pursuant to Rule 13d-1 of the Act the amended statement dated February 10, 1998,
containing the information required by Schedule 13G, for the shares of Common
Stock of Pharmacopeia, Inc. previously held by Kleiner Perkins Caufield & Byers
VI, L.P., a California limited partnership ("KPCB VI"), and, to the extent
applicable, the shares over which each individual exercises sole voting and
dispositive control, as set forth in the amended statement. Each individual
disclaims beneficial ownership of the shares of Pharmacopeia, Inc. common stock
held directly by KPCB VI.
Dated: February 10, 1998
KPCB VI ASSOCIATES, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ Brook H. Byers
-------------------------------
A General Partner
KLEINER PERKINS CAUFIELD & BYERS
VI, L.P., A CALIFORNIA LIMITED
PARTNERSHIP
By KPCB VI Associates, L.P., a California
limited partnership, its General Partner
By: /s/ Brook H. Byers
-------------------------------
A General Partner
BROOK H. BYERS
VINOD KHOSLA
E. FLOYD KVAMME
L. JOHN DOERR
JOSEPH S. LACOB
BERNARD LACROUTE
JAMES P. LALLY
By: /s/ Michael S. Curry
-------------------------------
Michael S. Curry
Attorney-in-Fact
<PAGE>
Page 16 of 17
EXHIBIT B
GENERAL PARTNERS OF
KPCB VI ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
Set forth below, with respect to each general partner of KPCB VI
Associates, is the following: (a) name; (b) business address and
(c) citizenship.
1. (a) Brook H. Byers
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
2. (a) Vinod Khosla
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
3. (a) E. Floyd Kvamme
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
4. (a) L. John Doerr
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
5. (a) Joseph Lacob
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
<PAGE>
Page 17 of 17
6. (a) Bernard Lacroute
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
7. (a) James P. Lally
(b) c/o Kleiner Perkins Caufield & Byers
2750 Sand Hill Road
Menlo Park, CA 94025
(c) United States Citizen
