Pharmacopeia Drug Discovery, Inc. (PCOP)

[energymanNJ]

PCOP -- Pharmacopeia Drug Discovery, Inc.
Com (1 Cent)

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001104659%252D07...



Registration No. 333-



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


--------------------------------------------------------------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


--------------------------------------------------------------------------------

Pharmacopeia Drug Discovery, Inc.

(Exact name of registrant as specified in its charter)

Delaware

51-0418085

(State or other jurisdiction
of incorporation or organization)

(I.R.S. Employer
Identification No.)





--------------------------------------------------------------------------------

P.O. Box 5350
Princeton, New Jersey 08543-5350
[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


--------------------------------------------------------------------------------

Stephen C. Costalas, Esq.
Executive Vice President, General Counsel and Secretary
Pharmacopeia Drug Discovery, Inc.
P.O. Box 5350
Princeton, New Jersey 08543-5350
[phone]

(Name, address including zip code, and telephone number, including area code, of agent for service)


--------------------------------------------------------------------------------

With a copy to:

Ella DeTrizio, Esq.
Dechert LLP
P.O. Box 5218
Princeton, New Jersey 08543-5218
[phone]


--------------------------------------------------------------------------------

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered

Amount to be
Registered

Proposed Maximum
Offering Price
Per Security(1)

Proposed Maximum
Aggregate Offering
Price (2)

Amount of
Registration Fee


Common Stock, $.01 par value per share

(3)

(3)

(3)

(3)


Preferred Stock, $.01 par value per share

(3)

(3)

(3)

(3)


Debt Securities

(3)

(3)

(3)

(3)


Warrants

(3)

(3)

(3)

(3)


Units

(3)

(3)

(3)

(3)




$45,000,000

100%

$45,000,000

$4,815






--------------------------------------------------------------------------------

(1) This registration statement includes $45,000,000 of securities which may be issued by the registrant from time to time in indeterminate amounts and at indeterminate times. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock, warrants or units of registrant.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended (the “Securities Act”).

(3) Not required to be included in accordance with General Instruction II.D. of Form S-3 under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.





--------------------------------------------------------------------------------


The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated February 16, 2007



$45,000,000

Common Stock
Preferred Stock
Debt Securities
Warrants
Units

We may offer and sell, from time to time in one or more offerings, any combination of common stock, preferred stock, warrants, debt securities or units having an aggregate initial offering price not exceeding $45,000,000. When we decide to sell a particular class or series of securities, we will provide specific terms of the offered securities in a prospectus supplement.

We will provide specific terms of the offerings of our securities in supplements to this prospectus. The prospectus supplement may also add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated by reference into this prospectus, carefully before you invest.

This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement.

Our common stock is traded on the Nasdaq Global Market under the symbol “PCOP.” Each prospectus supplement will contain information, where applicable, as to any listing on the Nasdaq Global Market or any other securities exchange covered by the prospectus supplement.

The mailing address of our principal executive offices is P.O. Box 5350, Princeton, NJ 08543-5350, and our telephone number is [phone].

Investing in our securities involves various risks. See the section entitled “Risk Factors” on page 3 for more information on these risks. Additional risks associated with an investment with us as well as with our securities will be described in the related prospectus supplements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2007.