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. 7)(1)
CADUS PHARMACEUTICAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(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)
APRIL 10, 2003
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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 11)
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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).
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CUSIP No. 127639102 SCHEDULE 13D Page 2 of 11
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(1) Names of Reporting Persons.
BRISTOL-MYERS SQUIBB COMPANY
S.S. or I.R.S. Identification Nos. of Above Persons (entities only)
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
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially 807,040
Owned by --------------------------------------------------
Each Reporting (8) Shared Voting Power
Person With 0
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(9) Sole Dispositive Power
807,040
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(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
807,040
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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)
6.2%
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(14) Type of Reporting Person*
CO
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CUSIP No. 127639102 SCHEDULE 13D Page 3 of 11
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This Amendment No. 7 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.
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CUSIP No. 127639102 SCHEDULE 13D Page 4 of 11
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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 807,040 shares of Common Stock of the
Issuer or approximately 6.2% 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.
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CUSIP No. 127639102 SCHEDULE 13D Page 5 of 11
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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).
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CUSIP No. 127639102 SCHEDULE 13D Page 6 of 11
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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: April 16, 2003
BRISTOL-MYERS SQUIBB COMPANY
By: /s/ SANDRA LEUNG
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Sandra Leung
Corporate Secretary
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CUSIP No. 127639102 SCHEDULE 13D Page 7 of 11
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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 of America. 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, President and Chief
Textron Inc. Executive Officer
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
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CUSIP No. 127639102 SCHEDULE 13D Page 8 of 11
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NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
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Louis V. Gerstner, Jr. Retired Chairman and Chief Executive
IBM Corporation Officer
New Orchard Road
Armonk, NY 10504
Laurie H. Glimcher, M.D. Irene Heinz Given Professor of
Harvard Medical School and Immunology, Harvard School of Public
Harvard School of Public Health Health and Professor of Medicine,
Dept. of Immunology and Harvard Medical School
Infectious Diseases
651 Huntington Avenue, FXB-2
Boston, MA 02115
Leif Johansson President, AB Volvo and Chief
AB Volvo Executive Officer, The Volvo Group
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 Emeritus
Morehouse School of Medicine
720 Westview Drive, S.W.
Atlanta, GA 30310-1495
EXECUTIVE OFFICERS OF BRISTOL-MYERS SQUIBB COMPANY
NAME PRESENT PRINCIPAL OCCUPATION
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Peter R. Dolan Chairman and Chief Executive Officer
Lamberto Andreotti Senior Vice President and President,
Citizen of Italy International
Harrison M. Bains, Jr. Vice President, Tax & Treasury
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CUSIP No. 127639102 SCHEDULE 13D Page 9 of 11
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NAME PRESENT PRINCIPAL OCCUPATION
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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
Citizen of the United Kingdom Chief Financial Officer
Wendy L. Dixon Chief Marketing Officer and
Citizen of the United Kingdom and President, Global Marketing
the United States of America
Donald J. Hayden, Jr. Executive Vice President and
President, Americas
Tamar. D. Howson Senior Vice President, Corporate and
Business Development
Sandra Leung Vice President and Corporate
Secretary
John L. McGoldrick Executive Vice President and General
Counsel
Dean J. Mitchell President, U.S. Primary Care
Citizen of the United Kingdom
James B. D. Palmer, M.D. Chief Scientific Officer and
Citizen of the United Kingdom and President, Pharmaceutical Research
the United States of America Institute
Elliot Sigal, M.D., Ph.D. Senior Vice President, Global
Clinical and Pharmaceutical
Development
John L. Skule Senior Vice President, Corporate and
Environmental Affairs
David L. Zabor Vice President and Controller
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CUSIP No. 127639102 SCHEDULE 13D Page 10 of 11
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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 are described below:
DATE NUMBER OF SHARES PRICE PER SHARE
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02/19/03 2,000 $1.11
03/04/03 8,000 $1.11
03/10/03 3,000 $1.13
03/17/03 1,500 $1.12
03/18/03 8,000 $1.10
03/28/03 16,960 $1.09
04/03/03 6,500 $1.17
04/07/03 4,000 $1.18
04/08/03 6,000 $1.20
04/09/03 8,000 $1.22
04/10/03 12,000 $1.26
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CUSIP No. 127639102 SCHEDULE 13D Page 11 of 11
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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).