SC 13D/A 1 0001.txt BRISTOL-MYERS SQUIBB COMPANY SC13D AM #4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 4) Cadus Pharmaceutical Corporation -------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 127639102 --------- (CUSIP Number) Sandra Leung Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154 (212) 546-4000 -------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 15, 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(e), 13d-1(f) or 13d-1(g), check the following box: 9 Page 2 of 11 SCHEDULE 13D ------------------------ CUSIP No. 127639102 ------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY I.R.S. Employer Identification Number 22-079-0350 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X -------------------------------------------------------------------------------- 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 Delaware -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 1,927,673 BENEFICIALLY -------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 PERSON -------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER PERSON 1,927,673 WITH -------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,927,673 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO CUSIP No. 127639102 Page 3 of 11 This Amendment No. 4 is being filed to replace and supercede the Schedule B to this 13D previously filed. Item 1. Security and Issuer. The class of equity securities to which this Statement relates is the Common Stock, par value $0.01 per share (the "Common Stock"), of Cadus Pharmaceutical Corporation, a Delaware corporation (the "Issuer"), which has its principal executive offices at 767 Fifth Avenue, New York, NY 10153. Item 2. Identity and Background. This Amendment is being filed by Bristol-Myers Squibb Company, a Delaware corporation (the "Company"). The Company conducts its principal business and maintains its principal office at 345 Park Avenue, New York, NY 10154. The Company is a diversified, worldwide health and personal care company whose principal businesses are pharmaceuticals, consumer products, nutritionals and medical devices. The name, business address, present principal occupation or employment and citizenship of each executive officer and director of the Company is set forth on Schedule A which is incorporated herein by reference. During the past five years, neither the Company nor, to the best knowledge of the Company, any of its executive officers or directors (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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. In July 1994, the Issuer and the Company entered into a research collaboration, whereby the Company agreed to make an initial equity investment of $12,500,000 in the Issuer's Series B Preferred Stock. The Company made an additional equity investment of $5,000,000 in the Issuer's Series B Preferred Stock in September 1995 upon the Issuer achieving a research milestone. Both equity investments came out of the working capital of the Company. CUSIP No. 127639102 Page 4 of 11 On July 17, 1996, the Issuer completed an initial public offering of its Common Stock with a per share offering price of $7.00. The Company made an additional equity investment of $2,500,000, acquiring 355,000 shares of Common Stock. The purchase price for this investment came out of the working capital of the Company. Item 4. Purpose of Transaction. The Company acquired the Common Stock of the Issuer for the purpose of making an investment in the Issuer and not with the view to, or for resale in connection with, any distribution thereof. The Common Stock of the Issuer was initially acquired in connection with a research collaboration between the Company and the Issuer which expired in July 1999. The Company and the Issuer are parties to a letter agreement (the "Letter Agreement") concerning the Company's shares of the Common Stock. Such Letter Agreement is filed as an exhibit hereto and is incorporated herein by reference. The Letter Agreement includes certain notice requirements and transfer restrictions with respect to the Company's shares of the Common Stock. Subject to market conditions and the Letter Agreement, the Company may, in its sole discretion, sell all or a portion of its shares of Common Stock from time to time in open market transactions or otherwise. Item 5. Interest in Securities of the Issuer. To the best knowledge of the Company, the Company is the beneficial owner of 1,927,673 shares of Common Stock of the Issuer or approximately 14.6% of the Common Stock of the Issuer currently outstanding. The Company has the sole power to vote and dispose of all the shares of the Common Stock of the Issuer which it owns. Except as set forth in this Item 5 and on Schedule B attached hereto which is incorporated herein by reference, neither the Company nor, to the best knowledge of the Company, any of its officers or directors owns any shares of Common Stock. CUSIP No. 127639102 Page 5 of 11 Except as set forth in Item 3 and on Schedule B attached hereto which is incorporated herein by reference, neither the Company nor, to the best knowledge of the Company, any of its executive officers or directors has effected any transaction in shares of Common Stock during the past sixty (60) days. Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer. The Preferred Stock Purchase Agreement, together with First Amendment thereto, filed as an exhibit hereto are incorporated herein by reference. Except as set forth in such Agreement or the Letter Agreement, neither the Company nor, to the best knowledge of the Company, any of its officers or directors have entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to the Common Stock of the Issuer. Item 7. Material to be Filed as Exhibits. 1. Preferred Stock Purchase Agreement dated as of July 26, 1994 between Issuer and the Company concerning Series B Preferred Stock, together with the First Amendment thereto dated as of October 31, 1995 (incorporated herein by reference to Exhibit No. 10.8 to Registration Statement No. 333-4441 on Form S-1). 2. Letter Agreement dated March 23, 1999 between the Issuer and the Company (incorporated herein by reference to Exhibit No. 2 to Amendment No. 2 to this Schedule 13D). CUSIP No. 127639102 Page 6 of 11 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: November 15, 2000 BRISTOL-MYERS SQUIBB COMPANY By: /s/ Sandra Leung ------------------------------- Sandra Leung Secretary CUSIP No. 127639102 Page 7 of 11 SCHEDULE A The following information sets forth the name, citizenship, business address and present principal occupation of each of the directors and executive officers of the Company. Each of the directors and executive officers of the Company is a citizen of the United States. Each of the Company's executive officer's business address is 345 Park Avenue, New York, New York 10154, unless otherwise indicated.
Name and Business Address Present Principal Occupation ------------------------- ---------------------------- Directors of Bristol-Myers Squibb Company ----------------------------------------- Charles A. Heimbold, Jr. Chairman and Chief Executive Officer Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154 Robert E. Allen Retired Chairman and Chief Executive AT&T Corp. Officer 101 JFK Parkway Room 1D403 Short Hills, NJ 07078 Lewis B. Campbell Chairman and Chief Executive Officer Textron Inc. 40 Westminister Street Providence, RI 02903-2596 Vance D. Coffman Chairman and Chief Executive Officer Lockheed Martin Corporation 6801 Rockledge Drive Bethseda, MD 20817 Peter R. Dolan President Bristol-Myers Squibb Company 345 Park Avenue New York, NY 10154 Ellen V. Futter President American Museum of Natural History Central Park West at 79th Street New York, NY 10024
CUSIP No. 127639102 Page 8 of 11
Name and Business Address Present Principal Occupation ------------------------- ---------------------------- Louis V. Gerstner, Jr. Chairman and Chief Executive Officer IBM Corporation New Orchard Road Armonk, NY 10504 Laurie H. Glimcher, M.D. Professor of Medicine and Immunology Harvard Medical School and Harvard School of Public Health Department of Immunology and Infectious Diseases 651 Huntington Avenue, FXB-2 Boston, MA 02115 Leif Johansson President and Chief Executive Officer AB Volvo SE-40508 Goteborg, Sweden James D. Robinson III Chairman and Chief Executive Officer RRE Investors 126 East 56th Street, 22nd Floor New York, NY 10022 Louis W. Sullivan, M.D. President Morehouse School of Medicine 720 Westview Drive, S.W. Atlanta, GA 30310-1495 Kenneth E. Weg Executive Vice President and Vice Chairman Bristol-Myers Squibb Company Route 206 & Provinceline Road Princeton, NJ 08540 Executive Officers of Bristol-Myers Squibb Company -------------------------------------------------- Charles A. Heimbold, Jr. Chairman and Chief Executive Officer Harrison M. Bains, Jr. Treasurer and Vice President
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Name Present Principal Occupation ---- ---------------------------- Peter R. Dolan President Donald J. Hayden, Jr. Executive Vice President, Strategy & e-Business George P. Kooluris Senior Vice President, Corporate Development Richard J. Lane President, Worldwide Medicines Group Sandra Leung Secretary John L. McGoldrick Executive Vice President and General Counsel President, Medical Devices Group Michael F. Mee Executive Vice President and Chief Financial Officer Peter S. Ringrose, Ph.D. Chief Scientific Officer and President, Pharmaceutical Research Institute Stephen I. Sadove Senior Vice President and President, Clairol Frederick S. Schiff Senior Vice President, Financial Operations & Controller John L. Skule Senior Vice President, Public and Environmental Affairs Charles G. Tharp, Ph.D. Senior Vice President, Human Resources Kenneth E. Weg Executive Vice President and Vice Chairman
CUSIP No. 127639102 Page 10 of 11 SCHEDULE B Shares of Common Stock Owned None. Transactions in Shares of Common Stock during the Last 60 Days -------------------------------------- The Company sold Common Stock of the Issuer on the open market during the last 60 days as described below:
Date: Number of Shares: Price Per Share: --------- ----------------- ---------------- 10/02/00 10,000 1.04 10/03/00 5,000 1.01 10/04/00 10,000 1.03 10/05/00 500 1.03 10/06/00 1,000 1.0 10/09/00 1,700 1.0 10/16/00 5,000 1.0 10/18/00 500 1.02 10/20/00 6,300 1.01 10/23/00 2,500 1.0 10/27/00 5,000 1.0 11/09/00 81,500 1.04 11/13/00 5,000 1.03
CUSIP No. 127639102 Page 11 of 11 EXHIBIT INDEX
Exhibit Number Document ------- -------- 1 Preferred Stock Purchase Agreement dated as of July 26, 1994 between Cadus Pharmaceutical Corporation and Bristol-Myers Squibb Company, together with the First Amendment thereto dated as of October 31, 1995 (incorporated herein by reference to Exhibit No. 10.8 to Registration Statement No. 333-4441 on Form S-1). 2 Letter Agreement dated March 23, 1999 between the Issuer and the Company (incorporated herein by reference to Exhibit No. 2 to Amendment No. 2 to this Schedule 13D).