<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 1999
LJL BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
000-23647
(Commission File Number)
DELAWARE 77-0360183
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
405 TASMAN DRIVE
SUNNYVALE, CA 94089
(Address of principal executive offices, with zip code)
(408) 541-8787
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
On August 31, 1999, LJL Biosystems, Inc. announced the creation of the
Genomics Sciences Group within the company and that the company has entered into
a collaboration agreement with the University of California at Los Angeles.
Further details regarding this announcement are contained in the company's news
release dated August 31, 1999 attached as an exhibit hereto and incorporated
herein by reference.
On August 31, 1999, LJL Biosystems, Inc. announced a general corporate
update of its business. Further details regarding this announcement are
contained in the company's news release dated August 31, 1999 attached as an
exhibit hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits:
99.2 LJL BioSystems, Inc. News Release dated August 31, 1999
99.3 LJL BioSystems, Inc. News Release dated August 31, 1999
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LJL BIOSYSTEMS, INC.
Date: September 1, 1999 By: /s/ Lev J. Leytes
--------------------------------
Lev J. Leytes
President and CEO
-3-
<PAGE>
Exhibit 99.2
FOR IMMEDIATE RELEASE
CONTACTS:
- ---------
LJL BIOSYSTEMS, INC.: MEDIA RELATIONS:
- --------------------- ----------------
LARRY TANNENBAUM FRIESTEDT INTERNATIONAL
CFO AND SENIOR VICE PRESIDENT SUSANNE FRIESTEDT
408-548-0542 619-223-8844
[email protected] [email protected]
- ---------------------- ------------------
LJL BIOSYSTEMS FORMS THE GENOMICS SCIENCE GROUP
- - LEADING GENOMICS RESEARCHERS PURCHASE LJL SYSTEMS
- - LJL AND UCLA COLLABORATE ON SNP GENOTYPING USING HIGH EFFICIENCY
FLUORESCENCE POLARIZATION (HEFP-TM-)
- - LJL PRESENTING AT PRESTIGIOUS INTERNATIONAL CONFERENCES
SUNNYVALE, CA - AUGUST 31, 1999 - LJL BioSystems, Inc. (Nasdaq: LJLB), announced
today the creation of the Genomics Science Group within the company, focusing
specifically on extending LJL's High Throughput Screening solutions to the
genotyping of SNPs (Single Nucleotide Polymorphisms). SNPs are molecular
signatures in the genome that contribute to genetic variety. Scientists
increasingly are looking to use SNPs to help understand genetic diseases and to
identify new targets for drugs.
LJL already has shipped its Analyst-TM- system for use in SNP analyses to
several key genomics customers including the Whitehead Institute/MIT Center for
Genome Research and Exelixis Pharmaceuticals. "We are very excited about the
opportunity to establish a leadership role for LJL in the SNP market, beginning
with shipments to some key genomics groups. As the pharmaceutical industry
enters into the new millennium for molecular drug discovery and development, we
are pleased to announce the formation of this new business initiative to provide
focused development, commercialization and marketing of LJL's technology
platform for genomics applications," commented Lev Leytes, chairman and CEO of
LJL.
"Initial feedback from our customers, who use our high throughput systems for
genomics applications, indicates that the requirements of the genomics market
are very similar to the emerging requirements of the drug discovery market that
LJL already is addressing. These genomics customers require both high throughput
and low cost- per- data point just like our HTS users," continued Leytes.
-4-
<PAGE>
LJL also announced today that it has entered into collaboration with the
University of California at Los Angeles (UCLA) focusing on the use of LJL's
HEFP-TM- technology for genotyping of SNPs identified using computational
biology. "We are indeed pleased to be collaborating with an institution of such
high caliber as UCLA in expanding the biological validation of our
industrialized solution for SNP scoring," commented Leytes.
Dr. Enal Razvi, LJL's Director of Business Development, will be presenting data
on LJL's SNPs platform at several international conferences in the coming
months. Dr. Razvi will be presenting jointly with Dr. Tom Weaver, Head of
Development, of Incyte Europe a talk on "HEFP-TM- based SNP Genotyping" on
September 4th at the Sixth International Conference on Automation in Mapping and
Sequencing being held in Cambridge, UK. LJL also will present its SNP work at
the SNPs and Complex Genome Analysis conference in Schloss-Hohenkammer, Germany,
September 17-20th, 1999.
In addition, LJL has accepted an invitation from Global Business Research, Ltd.
to chair and present at their September 27-29, 1999 conference on SNPs and
Pharmacogenomics in San Diego, CA.
ABOUT LJL BIOSYSTEMS, INC.
LJL BioSystems, Inc. develops, produces, and markets worldwide to pharmaceutical
and biotechnology firms, instruments, consumables and services that accelerate
and enhance the drug discovery process. LJL's proprietary technology platform is
designed to address many of the limitations associated with current products for
the HTS market, allowing its customers to expedite the identification and
optimization of compounds for development into new medicines. LJL's customers
include, among others, Bristol Myers Squibb, Eli Lilly and Company, Johnson and
Johnson, Merck and Co., Corporation, Tularik, Inc., Millennium Pharmaceuticals,
Inc., Dupont Pharmaceuticals Company, Amgen, Inc., Monsanto Company, Pharmacia &
Upjohn and SmithKline Beecham. LJL is headquartered in Sunnyvale, California and
has a subsidiary in the United Kingdom. The Company's website address is
www.ljlbio.com.
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act, including statements regarding LJL's
"expectations," "beliefs," "hopes," "intentions," "strategies," "trends,"
"goals" or the like. Such statements are subject to risks and uncertainties that
could cause actual results to differ materially, including such factors, among
others, as the applicability of LJL's products for genotyping SNPs or other
genomics applications, the impact of competitive products and pricing, the
timely development and market acceptance of new products, early stage of
genomics market, concentration of HTS and Ultra-HTS market, market conditions,
the mix between domestic and international sales, manufacturing and cost of
LJL's products, dependence on collaborative partners, the enforcement of
intellectual property rights,
-5-
<PAGE>
and uncertainties relating to sole source suppliers, technological approaches,
FDA and other regulatory approvals. These and other risk factors are discussed
in LJL's Report on Form 10-K, filed March 30, 1999, Reports on Form 10-Q filed
August 16, 1999 and May 14, 1999 and Form S-3 dated July 22, 1999 (see, in
particular, Risk Factors and Management's Discussion and Analysis of Financial
Condition and Results of Operations). LJL disclaims any intent or obligation to
update these forward-looking statements. As a result of these and other factors,
LJL expects to experience significant fluctuations in operating results, and
there can be no assurance that LJL will become or remain consistently profitable
in the future.
For information on LJL BioSystems, Inc. via fax at no cost, dial 800-PRO-INFO
(+732-544-2850 outside the U.S.), ticker symbol: LJLB
-6-
<PAGE>
Exhibit 99.3
FOR IMMEDIATE RELEASE
CONTACTS:
- ---------
LJL BIOSYSTEMS, INC.: MEDIA RELATIONS:
- --------------------- ----------------
LARRY TANNENBAUM FRIESTEDT INTERNATIONAL
CFO AND SENIOR VICE PRESIDENT SUSANNE FRIESTEDT
408-548-0542 619-223-8844
[email protected] [email protected]
- ---------------------- ------------------
LJL BIOSYSTEMS CORPORATE UPDATE
- - 55+ SYSTEMS SOLD IN 15 MONTHS
- - NEW GENOMICS SCIENCE GROUP ANNOUNCED IN A SEPARATE PRESS RELEASE
- - 1999 REVENUES ARE EXPECTED TO NEARLY DOUBLE OVER PRIOR YEAR
- - NEW PRODUCTS TO BE INTRODUCED AT UPCOMING SBS CONFERENCE
SUNNYVALE, CA - AUGUST 31, 1999 - LJL BioSystems, Inc. (Nasdaq: LJLB) announced
today a general corporate update of its business, including recent developments
in its' High Throughput Screening (HTS) business. In a separate release, LJL
also announced the formation of the Genomics Science Group to address the
growing needs of genomics researchers.
Since first shipments of the company's HTS product in May 1998, LJL has reported
cumulative revenues of $7.5 million and sold more than 55 instruments. During
this time, LJL has sold systems to 16 of the top 25 pharmaceutical companies in
the world, with more than 50% of those customers ordering more than one unit.
"As we demonstrate the benefits of enterprise-wide standardization on LJL
technology, we expect to continue to sell multiple systems to large
pharmaceutical companies. In addition, we will be increasing our emphasis on new
account generation among biotech companies, the next tier of pharmaceutical
companies and in the growing area of genomics research, particularly SNP (Single
Nucleotide Polymorphisms) genotyping," commented Lev J. Leytes, chairman and CEO
of LJL. "Considering the typically conservative buying patterns of large
pharmaceutical companies, we are satisfied to see the follow-on orders to date.
We currently believe that this year's revenues are on track to almost double and
that next year's revenues also, likely will grow 75% to 100%. As our
manufacturing efficiencies improve with growing business volumes, we believe we
can sustain our gross margins at approximately 50% in the near term and grow
them in the long term," further stated Mr. Leytes.
-7-
<PAGE>
As a leader in the HTS detection market, LJL is planning to have a major
presence at the Society of Biomolecular Screening (SBS), the premier industry
conference held this year in Edinburgh, Scotland beginning September 13th. LJL's
conference highlights feature more than ten poster presentations, including
publications by key customers, a product-focused tutorial and a podium
presentation. The planned poster presentations will report new advances using
LJL's proprietary instruments, assays and consumable microplates that enable
cost efficient assay miniaturization. The podium presentation introduces a new,
next generation product family that shares the company's proprietary High
Efficiency Fluorescence Polarization (HEFP-TM-) technology. HEFP provides
readouts of biological interactions in an easy-to-use, fast and cost-efficient
format.
ABOUT LJL BIOSYSTEMS, INC.
LJL BioSystems, Inc. develops, produces, and markets worldwide to pharmaceutical
and biotechnology firms, instruments, consumables and services that accelerate
and enhance the drug discovery process. LJL's proprietary technology platform is
designed to address many of the limitations associated with current products for
the HTS market, allowing its customers to expedite the identification and
optimization of compounds for development into new medicines. LJL's customers
include, among others, Bristol Myers Squibb, Eli Lilly and Company, Johnson and
Johnson, Merck and Co., Corporation, Tularik, Inc., Millennium Pharmaceuticals,
Inc., Dupont Pharmaceuticals Company, Amgen, Inc., Monsanto Company, Pharmacia &
Upjohn and SmithKline Beecham. LJL is headquartered in Sunnyvale, California and
has a subsidiary in the United Kingdom. The Company's website address is
www.ljlbio.com.
FORWARD-LOOKING STATEMENTS
Except for the historical information contained herein, the above statements
regarding rate of revenue growth, product gross margins, repeat orders,
multiple-unit sales, new account generation, customer acceptance,
enterprise-wide standardization, and other matters discussed in this news
release including statements regarding LJL's "expectations," "beliefs," "hopes,"
"intentions," "strategies," "trends," "goals" or the like are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act.
Such statements are subject to risks and uncertainties that could cause actual
results to differ materially, including such factors, among others, as the LJL's
ability to meet revenue and margin expectations, the impact of competitive
products and pricing, the timely development and market acceptance of new
products, concentration of HTS and Ultra-HTS market, market conditions, the mix
between domestic and international sales, manufacturing and cost of LJL's
products, dependence on collaborative partners, the enforcement of intellectual
property rights, and uncertainties relating to sole source suppliers,
technological approaches, FDA and other regulatory approvals. These and other
risk factors are discussed in LJL's Report on Form 10-K, filed March 30, 1999,
Reports on Form 10-Q filed August 16, 1999 and May 14, 1999 and Form S-3 dated
July 22, 1999 (see, in particular, Risk Factors and Management's Discussion and
Analysis of Financial Condition and Results of
-8-
<PAGE>
Operations). LJL disclaims any intent or obligation to update these
forward-looking statements. As a result of these and other factors, LJL expects
to experience significant fluctuations in operating results, and there can be no
assurance that LJL will become or remain consistently profitable in the future.
For information on LJL BioSystems, Inc. via fax at no cost, dial 800-PRO-INFO
(+732-544-2850 outside the U.S.), ticker symbol: LJLB
-9-
