SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(AMENDMENT NO. 6)(1)
CADUS PHARMACEUTICAL CORPORATION
--------------------------------
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
-----------------------------
(Title of Class of Securities)
127639102
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(CUSIP Number)
Sandra Leung
Bristol-Myers Squibb Company
345 Park Avenue
New York, NY 10154
(212) 546-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 3, 2002
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(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 / /.
(Continued on following pages)
(Page 1 of 12)
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(1) 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).
CUSIP No. 127639102 SCHEDULE 13D Page 2 of 12
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification No. of Above Person (entities only)
BRISTOL-MYERS SQUIBB COMPANY
I.R.S. Employer Identification Number 22-079-0350
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(2) Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
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Number of Shares (7) Sole Voting Power
Beneficially 941,500
Owned by --------------------------------------------------
Each Reporting (8) Shared Voting Power
Person With 0
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(9) Sole Dispositive Power
941,500
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
941,500
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
7.2%
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 127639102 SCHEDULE 13D Page 3 of 12
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This Amendment No. 6 is being filed to amend Item 5 of this Schedule 13D.
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 worldwide pharmaceutical and related health care products company.
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 SCHEDULE 13D Page 4 of 12
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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, as of December 31, 2002, the Company
is the beneficial owner of 941,500 shares of Common Stock of the Issuer or
approximately 7.2% 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 that 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.
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.
CUSIP No. 127639102 SCHEDULE 13D Page 5 of 12
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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 is 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 SCHEDULE 13D Page 6 of 12
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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: February 3, 2003
BRISTOL-MYERS SQUIBB COMPANY
By: /s/ SANDRA LEUNG
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Sandra Leung
Corporate Secretary
CUSIP No. 127639102 SCHEDULE 13D Page 7 of 12
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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. Except as set forth below, 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.
DIRECTORS OF BRISTOL-MYERS SQUIBB COMPANY
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
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Peter R. Dolan 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
180 Park Avenue
Room 1E38
Florham Park, NJ 07932
Lewis B. Campbell Chairman and Chief Executive Officer
Textron Inc.
40 Westminster Street
Providence, RI 02903-2596
Vance D. Coffman Chairman and Chief Executive Officer
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, MD 20817
Ellen V. Futter President
American Museum of Natural History
Central Park West at 79th Street
New York, NY 10024
CUSIP No. 127639102 SCHEDULE 13D Page 8 of 12
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NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
------------------------- -----------------------------
Louis V. Gerstner, Jr. Retired Chairman and Retired
IBM Corporation Chief Executive Officer
New Orchard Road
Armonk, NY 10504
Laurie H. Glimcher, M.D. Irene Heinz Given Professor of Immunology
Harvard Medical School and
Harvard School of Public Health
Dept. 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
Citizen of 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
EXECUTIVE OFFICERS OF BRISTOL-MYERS SQUIBB COMPANY
NAME PRESENT PRINCIPAL OCCUPATION
---- ----------------------------
Peter R. Dolan Chairman and Chief Executive Officer
Lamberto Andreotti Senior Vice President
Harrison M. Bains, Jr. Vice President, Tax & Treasury
CUSIP No. 127639102 SCHEDULE 13D Page 9 of 12
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NAME PRESENT PRINCIPAL OCCUPATION
---- ----------------------------
Stephen E. Bear Senior Vice President, Human Resources
Andrew G. Bodnar, M.D. Senior Vice President, Strategy and
Medical & External Affairs
Andrew R. J. Bonfield Senior Vice President and Chief Financial
Officer
Wendy L. Dixon Chief Marketing Officer and
President, Global Marketing
Donald J. Hayden, Jr. Executive Vice President and
President, Americas
Tamar. D. Howson Senior Vice President, Corporate and
Business Development
Sandra Leung Vice President, Corporate Secretary and
Head of the Office of Corporate Conduct
John L. McGoldrick Executive Vice President and
General Counsel
Dean J. Mitchell President, U.S. Primary Care
James B. D. Palmer, M.D. Chief Scientific Officer and President,
Pharmaceutical Research Institute
Elliot Sigal, M.D., Ph.D. Senior Vice President, Pharmaceutical
Research Institute
John L. Skule Senior Vice President,
Corporate & Environmental Affairs
David L. Zabor Vice President and Controller
CUSIP No. 127639102 SCHEDULE 13D Page 10 of 12
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SCHEDULE B
SHARES OF COMMON STOCK OWNED
None.
TRANSACTIONS IN SHARES OF COMMON STOCK
Sales on the open market by the Company of the Issuer's Common Stock from
the date that was 60 days prior to the date of event requiring the filing of
this Statement through December 31, 2002 are described below:
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
07/09/02 500 $1.17
07/12/02 7,000 $1.12
07/22/02 2,500 $1.15
07/30/02 40,000 $1.13
07/31/02 5,000 $1.12
08/06/02 2,000 $1.10
08/13/02 1,500 $1.11
08/14/02 2,000 $1.10
08/15/02 2,000 $1.10
08/16/02 12,000 $1.10
08/20/02 1,000 $1.10
08/22/02 4,000 $1.12
08/23/02 3,000 $1.11
09/03/02 16,000 $1.10
09/12/02 2,000 $1.10
09/13/02 2,000 $1.09
09/17/02 6,000 $1.10
09/20/02 1,000 $1.10
09/23/02 3,000 $1.10
10/04/02 2,000 $1.10
10/07/02 6,000 $1.10
10/09/02 8,000 $1.12
CUSIP No. 127639102 SCHEDULE 13D Page 11 of 12
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TRANSACTIONS IN SHARES OF COMMON STOCK (CONTINUED)
DATE NUMBER OF SHARES PRICE PER SHARE
---- ---------------- ---------------
10/15/02 45,000 $1.10
10/16/02 2,000 $1.09
10/22/02 2,000 $1.08
10/23/02 2,000 $1.08
10/30/02 2,000 $1.04
10/31/02 4,000 $1.07
11/04/02 3,000 $1.05
11/07/02 1,000 $1.04
11/11/02 30,000 $1.11
11/12/02 2,000 $1.09
11/13/02 2,000 $1.10
11/14/02 17,000 $1.15
11/19/02 3,000 $1.12
12/03/02 1,500 $1.13
12/20/02 5,000 $1.07
CUSIP No. 127639102 SCHEDULE 13D Page 12 of 12
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
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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).