SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Pharmacopeia, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
71713B104
(CUSIP Number)
Kevin A. Quinn, Esq.
Schering-Plough Corporation
One Giralda Farms
Madison, NJ 07940-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 21, 1995
(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:
X<PAGE>
SCHEDULE 13D
CUSIP No. 71713B104
(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 732,558
BENEFICIALLY OWNED
BY EACH REPORTING (8) SHARED VOTING POWER
PERSON WITH None
(9) SOLE DISPOSITIVE POWER
732,558
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
732,558
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*
__
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.6%
(14) TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT! <PAGE>
Item 1.
Security and Issuer.
The class of equity securities to which this Statement on
Schedule 13D relates is the common stock, $0.0001 par value (the
"Common Stock"), of Pharmacopeia, Inc., a Delaware corporation
(the "Issuer"), with its principal executive offices located at
101 College Road East, Princeton, New Jersey 08540.
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 07033. 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
732,558 shares of the Issuer's Common Stock was $14,000,000. The
Reporting Person obtained such funds from working capital.
Item 4. Purpose of Transaction.
The Reporting Person purchased the shares of Common Stock of
the Issuer for investment purposes.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) The Issuer's Registration Statement on Form S-1
filed with respect to its initial public offering of shares of
Common Stock states that 9,651,013 shares of Common Stock were
issued and outstanding immediately following the initial public
offering on December 5, 1995. The Reporting Person is the
beneficial owner of 732,558 shares of Common Stock, representing
7.6% of the outstanding shares of Common Stock. 232,558 shares
of Common Stock were purchased on December 21, 1995.
(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 it 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 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.
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; except
that an affiliate of the Reporting Person is a party to a
research collaboration agreement with the Issuer (the
"Collaboration Agreement"). Pursuant to the Collaboration
Agreement, the Reporting Person may be obligated to purchase
$6,000,000 worth of Common Stock in December 1996 at a 20%
premium above then-market value. The Reporting Person has
certain demand and piggyback registration rights with respect to
the shares of Common Stock held by it. A copy of the
Collaboration Agreement is incorporated herein by reference as
Exhibit 1.
Item 7. Material to Be Filed as Exhibits.
1. Collaboration Agreement (incorporated by reference to
Exhibit 10.11 of the Issuer's Registration Statement No. 33-
98246 on Form S-1 dated October 17, 1995).<PAGE>
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: December 21, 1995
SCHERING CORPORATION
By: /s/ Kevin A. Quinn
Kevin A. Quinn
Secretary
<PAGE>
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 employed by Schering Corporation. The business address
of each person identified below is Schering Corporation, 2000
Galloping Hill Road, Kenilworth, New Jersey 07033. Directors are
identified by an asterisk. Unless otherwise indicated below, all
directors and executive officers listed below are citizens of the
United States.
Present Principal Occupation or
Name and Citizenship Employment
Robert E. Baldini Vice President; President, Key Pharmaceuticals
Alfredo M. Blanco Vice President; Senior Vice President - Latin
America, Far East and Middle East, Schering-
Plough International
E. S. Brokken, D.M.V. Vice President; Vice President - Research,
Schering-Plough Research Institute
Rodolfo C. Bryce* Vice President; President, Schering-Plough
International
Leonard Camarda Vice President; Senior Vice President, Health
Care Strategy
Raul E. Cesan* President and Chairman of the Board;
President, Schering-Plough Pharmaceuticals
J. Martin Comey Vice President; Vice President -
Administration and Business Development
Donald R. Conklin Vice President; President, Schering-Plough
HealthCare Products
Joseph C. Connors Vice President; Senior Vice President and
General Counsel
Hugh A. D'Andrade Vice President; Executive Vice President -
Administration
Eugene P. Desimone Controller; Senior Vice President, Planning &
Administration, Schering Laboratories
Martin Driscoll Vice President; Vice President - Key
Pharmaceuticals
Manfred Gebhard Vice President; Senior Director - Finance and
Administration, Schering-Plough Animal Health
Alexander Giaquinto, Vice President; Senior Vice President,
PhD Worldwide Regulatory Affairs, Schering-Plough
Research Institute
Kathleen Hurtado Vice President; Vice President - Marketing &
Sales Oncology/Biotech, Schering Laboratories
Raman Kapur Vice President; Vice President - Generics,
Schering Laboratories
Raul Kohan Vice President; President, Schering-Plough
Animal Health
H-J. Kummer Vice President; Senior Vice President -
Europe/Canada, Schering-Plough International
Thomas C. Lauda Vice President; Senior Vice President, Global
Marketing, Schering-Plough International
Robert S. Lyons Vice President; Vice President - Corporate
Information Services
Paula Morgan Vice President; Vice President -
Marketing/Sales Services, Schering
Laboratories
James R. Nelson Vice President; Staff Vice President and
Associate General Counsel - Patents and
Trademarks
Daniel A. Nichols Vice President and Assistant Treasurer; Senior
Vice President - Taxes
John E. Nine Vice President; President, Schering Technical
Operations - Schering-Plough Pharmaceuticals
Gordon C. O'Brien Vice President; Senior Vice President - Human
Resources
Cecil B. Pickett Vice President; Executive Vice President -
Discovery Research
David Poorvin, PhD Vice President; Vice President - Business
Development, Schering-Plough Pharmaceuticals
Kevin A. Quinn Vice President and Secretary (See also Item B
below)
Bruce Rodda Vice President; Vice President - Research
Administration, Schering-Plough Research
Institute
John P. Ryan Vice President; Vice President - Human
Resources, Schering-Plough Pharmaceuticals
Jonathan Spicehandler Vice President; President, Schering-Plough
Research Institute
Robert J. Spiegel, MD Vice President; Senior Vice President -
Worldwide Clinical Research, Schering-Plough
Research Institute
David Stout* Vice President; President, Schering
Laboratories
Colin Turnbull Vice President; Vice President -
Pharmacoeconomic and Scientific Affairs,
Schering-Plough Pharmaceuticals
Dennis White Vice President; Vice President - Managed Care,
Schering-Plough Pharmaceuticals
Anthony Wolfe Vice President; Vice President, Technical
Operations, Schering-Plough International
Jack L. Wyszomierski Vice President and Treasurer (See also Item
B below)
Richard Zahn Vice President; Senior Vice President -
Marketing and Sales, Schering Laboratories
<PAGE>
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 mobil
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
J. Martin Comey Vice President - Administration and
Business Development
Donald R. Conklin Executive Vice President; President of
Schering-Plough HealthCare Products
Joseph C. Connors Senior Vice President and General Counsel
Hugh A. D'Andrade* Executive Vice President - Administration
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
Harold R. Hiser, Jr. Executive Vice President - Finance
Thomas H. Kelly Vice President and Controller
Richard J. Kogan* President and Chief Operating Officer
Robert P. Luciano* Chairman and Chief Executive Officer
Robert S. Lyons Vice President - Corporate Information
Services
H. Barclay Morley* Retired
General Carl E. Mundy Retired
Daniel A. Nichols Senior Vice President - Taxes
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
Kevin A. Quinn Staff Vice President, Secretary and
Associate General Counsel
Patricia F. Russo* President, AT&T Global Business
AT&T Global Business Communication Systems
Communications Systems
211 Mt. Airy Road
Room 3C151
Basking Ridge, NJ 07920
William A. Schreyer* Retired
R. J. Ventres* Retired
Robert F. W. van Oordt Chairman of the Executive Board,
NV Koninklijke KNP BT NV Koninklijke KNP BT (producer of paper,
Paalbergweg 2 board and packaging products, and
1105 AG Amsterdam ZO distributor of graphic paper, graphic and
P.O. Box 23456 information systems and office products)
100 DZ Amsterdam ZO
The Netherlands
(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
Jack L. Wyszomierski Vice President and Treasurer
