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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 OncorMed, Inc. ------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share ------------------------------------------------------------ (Title of Class of Securities) 68231D109 ------------------------------------------------------------ (CUSIP Number) March 25, 1998 ------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * 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 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 A0ct but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 68231D109 - ------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only) Incyte Pharmaceuticals, Inc. 94-3136539 - ------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3) SEC Use Only - ------------------------------------------------------------------------------- 4) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- 5) Sole Voting Power 779,323* Number of Shares ---------------------------------------------------------- Beneficially 6) Shared Voting Power Owned by Each Reporting 0 Person With ---------------------------------------------------------- 7) Sole Dispositive Power 779,323* ---------------------------------------------------------- 8) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person 779,323* - ------------------------------------------------------------------------------- 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] Not applicable - ------------- * Does not include a warrant to purchase up to an aggregate of 10% of the OncorMed, Inc. Common Stock outstanding on the date of exercise. The warrant is exercisable until February 25, 2000 at a price per share equal to the greater of 110% of the fair market value per share of Common Stock on the trading day prior to the exercise date and (i) $9.00 per share (if exercised on or before February 25, 1999) and (ii) $13.50 per share (if exercised after February 25, 1999 but on or before February 25, 2000). Incyte has the option to fix the exercise price per share during these periods but not below $9.00 and $13.50 per share, respectively. Also does not include a warrant to purchase 16,666 shares of Common Stock at $8.54 per share that is exercisable until February 27, 2001 or shares of Common Stock issuable upon conversion of 33 shares of 6% Series A Convertible Preferred Stock. The shares of 6% Series A Convertible Preferred Stock may be converted into shares of OncorMed Common Stock at a conversion price per share equal to the lesser of (x) $7.5625 or (y) a percentage (ranging from 97% to 85% depending upon the timing of such conversion) of the average of five (5) closing bid prices of the Common Stock over a 30 trading day period immediately preceding the time of such conversion. Except in certain specified circumstances, Incyte cannot exercise this second warrant nor convert the preferred stock if the number of shares of Common Stock held by it after such exercise or conversion exceeds 9.95% of the then issued and outstanding shares of Common Stock following such exercise or conversion. -2- - ------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row (9) 9.9% - ------------------------------------------------------------------------------- 12) Type of Reporting Person (See Instructions) CO - ------------------------------------------------------------------------------- -3- Item 1(a). Name of Issuer: OncorMed, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 205 Perry Parkway, Suite 3 Gaithersburg, MD 20877 Item 2(a). Name of Person Filing: Incyte Pharmaceuticals, Inc. Item 2(b). Address or Principal Business Office or, if none, Residence: 3174 Porter Drive Palo Alto, CA 94304 Item 2(c). Citizenship: Delaware corporation Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 68231D109 Item 3. If this statement is filed pursuant to Rules 13-d, or 13-2(b), check whether the person is filing as a: Not applicable. Item 4(a). Amount beneficially owned: 779,323* - ------------------------ * Does not include a warrant to purchase up to an aggregate of 10% of the OncorMed, Inc. Common Stock outstanding on the date of exercise. The warrant is exercisable until February 25, 2000 at a price per share equal to the greater of 110% of the fair market value per share of Common Stock on the trading day prior to the exercise date and (i) $9.00 per share (if exercised on or before February 25, 1999) and (ii) $13.50 per share (if exercised after February 25, 1999 but on or before February 25, 2000). Incyte has the option to fix the exercise price per share during these periods but not below $9.00 and $13.50 per share, respectively. Also does not include a warrant to purchase 16,666 shares of Common Stock at $8.54 per share that is exercisable until February 27, 2001 or shares of Common Stock issuable upon conversion of 33 shares of 6% Series A Convertible Preferred Stock. The shares of 6% Series A Convertible Preferred Stock may be converted into shares of OncorMed Common Stock at a conversion price per share equal to the lesser of (x) $7.5625 or (y) a percentage (ranging from 97% to 85% depending upon the timing of such conversion) of the average of five (5) closing bid prices of the Common Stock over a 30 trading day period immediately preceding the time of such conversion. Except in certain specified circumstances, Incyte cannot exercise this second warrant nor convert the preferred stock if the number of shares of Common Stock held by it after such exercise or conversion exceeds 9.95% of the then issued and outstanding shares of Common Stock following such exercise or conversion. -4- Item 4(b). Percent of class: 9.9% Item 5. Ownership of Five Percent or Less of a Class: Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary which acquired the security being reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable - ------------------ * Does not include a warrant to purchase up to an aggregate of 10% of the OncorMed, Inc. Common Stock outstanding on the date of exercise. The warrant is exercisable until February 25, 2000 at a price per share equal to the greater of 110% of the fair market value per share of Common Stock on the trading day prior to the exercise date and (i) $9.00 per share (if exercised on or before February 25, 1999) and (ii) $13.50 per share (if exercised after February 25, 1999 but on or before February 25, 2000). Incyte has the option to fix the exercise price per share during these periods but not below $9.00 and $13.50 per share, respectively. Also does not include a warrant to purchase 16,666 shares of Common Stock at $8.54 per share that is exercisable until February 27, 2001 or shares of Common Stock issuable upon conversion of 33 shares of 6% Series A Convertible Preferred Stock. The shares of 6% Series A Convertible Preferred Stock may be converted into shares of OncorMed Common Stock at a conversion price per share equal to the lesser of (x) $7.5625 or (y) a percentage (ranging from 97% to 85% depending upon the timing of such conversion) of the average of five (5) closing bid prices of the Common Stock over a 30 trading day period immediately preceding the time of such conversion. Except in certain specified circumstances, Incyte cannot exercise this second warrant nor convert the preferred stock if the number of shares of Common Stock held by it after such exercise or conversion exceeds 9.95% of the then issued and outstanding shares of Common Stock following such exercise or conversion. -5-
Item 4(c). Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 779,323* (ii) Shared power to vote or direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 779,323* (iv) Shared power to dispose or to direct the disposition of 0 Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of her knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: April __, 1998 INCYTE PHARMACEUTICALS, INC. By --------------------------------------------- Denise M. Gilbert, Executive Vice President, and Chief Financial Officer -6-