<PAGE>
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)
LJL BioSystems, Inc.
-----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, par value $0.001
-----------------------------------------------------------------------------
(Title of Class of Securities)
50187310
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CUSIP Number
Bay City Capital Management LLC
750 Battery Street, Suite 600
San Francisco California 94111
(415) 837-0996
with a copy to:
Timothy G. Hoxie, Esq.
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco, California 94104
(415) 772-6052
-----------------------------------------------------------------------------
(Name, address and telephone number
of person authorized to receive notices and communications)
January 25, 1999
----------------
(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 that is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /
(Continued on following pages)
(Page 1 of 16 Pages)
<PAGE>
CUSIP NO. 50187310 13D Page 2 of 16 pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSONS The Bay City Capital Fund I, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS WC
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER -0-
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED 8) SHARED VOTING POWER 857,143
BY
EACH -----------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER -0-
PERSON
WITH -----------------------------------------------------------------
10) SHARED DISPOSITIVE POWER 857,143
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
857,143
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON PN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 50187310 13D Page 3 of 16 pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSONS Bay City Capital Management LLC
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER -0-
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED 8) SHARED VOTING POWER 857,143
BY
EACH -----------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER -0-
PERSON
WITH -----------------------------------------------------------------
10) SHARED DISPOSITIVE POWER 857,143
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,143
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON OO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 50187310 13D Page 4 of 16 pages
- --------------------------------------------------------------------------------
1) NAMES OF REPORTING PERSONS Bay City Capital LLC
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS OO
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER -0-
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED 8) SHARED VOTING POWER 857,143
BY
EACH -----------------------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER -0-
PERSON
WITH -----------------------------------------------------------------
10) SHARED DISPOSITIVE POWER 857,143
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
857,143
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON OO
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 50187310 13D Page 5 of 16 pages
INTRODUCTION
Bay City Capital Management LLC, a Delaware limited liability company
("Management"), hereby files this Statement on Schedule 13D (the "Statement") on
behalf of the Reporting Persons identified in Item 2 of this Statement pursuant
to the Agreement With Respect To Schedule 13D attached hereto as Exhibit 7(1).
Management is the general partner of The Bay City Capital Fund I, L.P., a
Delaware limited partnership (the "Fund"). Bay City Capital LLC, a Delaware
limited liability company ("Bay City LLC"), provides investment advice to
Management pursuant to an advisory agreement.
Pursuant to a Common Stock Purchase Agreement (the "Common Stock Purchase
Agreement"), entered into as of January 25, 1999, among LJL BioSystems, Inc., a
Delaware corporation (the "Issuer"), the Fund and certain other purchasers
(named in the Common Stock Purchase Agreement attached hereto as Exhibit 7(2)),
the Issuer agreed to issue 857,143 shares ("Shares") of its common stock to the
Fund, and 1,142,857 shares of its common stock to certain other purchasers
(together with the Fund, the "Purchasers") in consideration of an aggregate
purchase price of $7,000,000.
The purchase and sale transaction was conditioned, among other terms, upon
the Issuer and the Purchasers entering into a Registration Rights Agreement
(attached hereto as Exhibit 7(3)) on or before the closing date. In addition,
the closing was conditioned upon the issuer having taken all actions necessary
to ensure that Mr. John D. Diekman (one of five managers of Management and of
Bay City LLC) be appointed, effective immediately after the closing date, to
serve on the Issuer's Board of Directors. The purchase and sale transaction
closed on January 27, 1999.
<PAGE>
CUSIP NO. 50187310 13D Page 6 of 16 pages
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the class
of common stock, $0.001 par value (the "Common Stock"), of LJL BioSystems, Inc.
(the "Issuer"), a corporation incorporated under the laws of the State of
Delaware, the principal executive offices of which are located at 410 W.
Harrison Street, Seattle, Washington 98119.
Item 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of The Bay City Capital Fund I, L.P., a
Delaware limited partnership (the "Fund"), Bay City Capital Management LLC, a
Delaware limited liability company ("Management"), and Bay City Capital LLC, a
Delaware limited liability company ("Bay City LLC"), which serves as investment
advisor to Management pursuant to an advisory agreement. The Fund, Management
and Bay City LLC are each referred to herein as a "Reporting Person" and are
collectively referred to herein as the "Reporting Persons."
a. THE FUND.
The principal executive offices of the Fund are located at 750 Battery
Street, Suite 600, San Francisco, CA 94111. The Fund is a Delaware limited
partnership the principal business of which is making investments in a variety
of special situations, including without limitation, recapitalizations and
bio-technology companies.
<PAGE>
CUSIP NO. 50187310 13D Page 7 of 16 pages
b. MANAGEMENT.
The principal executive offices of Management are located at 750 Battery
Street, Suite 600, San Francisco, CA 94111. Management is a Delaware limited
liability company the principal business of which is serving as the general
partner of the Fund. The members of Management are two limited liability
companies, The Craves Group LLC, a Delaware limited liability company, and BCC
Amalgamated, LLC, a Delaware limited liability company. Each member has a 50%
membership interest in Management. The names, business addresses, present
principal occupations and citizenships of the managing directors and managers of
Management are set forth on Schedule 1 hereto.
c. BAY CITY LLC.
The principal executive offices of Bay City LLC are located at 750 Battery
Street, Suite 600, San Francisco, CA 94111. The principal business of Bay City
LLC is to provide consulting and other investment banking services to life
science companies. Bay City LLC is a Delaware limited liability company. The
members of Bay City LLC are two limited liability companies, The Craves Group
LLC, a Delaware limited liability company, and BCC Amalgamated, LLC, a Delaware
limited liability company. Each member has a 50% membership interest in Bay
City LLC. The names, business addresses, present principal occupations and
citizenships of the managing directors and managers of Bay City LLC are set
forth on Schedule 2 hereto.
During the last five years none of the Reporting Persons, nor any of the
managers or managing directors of any of the Reporting Persons has been
convicted in a criminal proceeding
<PAGE>
CUSIP NO. 50187310 13D Page 8 of 16 pages
(excluding traffic violations or similar misdemeanors) nor has any of such
persons been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person 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.
Pursuant to the Common Stock Purchase Agreement, the Purchasers acquired an
aggregate of 2,000,000 shares of Common Stock of the Issuer in consideration of
an aggregate purchase price of $7,000,000.00. The Fund acquired 857,143 Shares
for $3,000,000.50. All funds used by the Fund to complete this purchase and
sale transaction were obtained from capital contributions made by its partners
pursuant to pre-existing capital commitments. The purchase price was paid to
the Issuer in cash.
The purchase and sale transaction was conditioned, among other terms, upon
the Issuer and the Purchasers entering into a Registration Rights Agreement
(attached hereto as Exhibit 7(3)) on or before the closing date. In addition,
the closing was conditioned upon the issuer having taken all actions necessary
to ensure that Mr. John D. Diekman (one of five managers of Management and of
Bay City LLC) be appointed, effective immediately after the closing date, to
serve on the Issuer's Board of Directors. The purchase and sale transaction
closed on January 27, 1999.
<PAGE>
CUSIP NO. 50187310 13D Page 9 of 16 pages
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons have acquired and currently hold the Shares for
investment purposes. Depending on market and other conditions, all and/or any
of the Reporting Persons may continue to hold the Shares, acquire additional
shares of Common Stock, or dispose of all or a portion of the Shares they now
own or Common Stock they may hereafter acquire. Except as set forth herein, the
Reporting Persons have no plans or proposals which relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D; it is noted, however, that Mr. John D. Diekman, one of five
managers of Bay City LLC and of Management, was appointed by the Issuer to serve
on its Board of Directors immediately after the closing of the Common Stock
Purchase Agreement.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The aggregate number of shares and percentage of Common
Stock of the Issuer (based upon the representation of the Issuer in the Common
Stock Purchase Agreement that it had approximately 10,524,493 shares of Common
Stock outstanding as of December 31, 1998) beneficially owned by each person
named in Item 2 of the Statement, as well as the number of shares of Common
Stock as to which such person is deemed to have sole power to vote or to direct
the vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or direct the disposition,
is set forth in the following table.
<PAGE>
CUSIP NO. 50187310 13D Page 10 of 16 pages
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Reporting Person No. of Percentage Power to Vote Power to Dispose
Shares of Class Shared Sole Shared Sole
Beneficially
Owned
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fund 857,143 6.8% 857,143 -0- 857,143 -0-
- -----------------------------------------------------------------------------------------------------
Management 857,143 6.8% 857,143 -0- 857,143 -0-
- -----------------------------------------------------------------------------------------------------
Bay City LLC 857,143 6.8% 857,143 -0- 857,143 -0-
- -----------------------------------------------------------------------------------------------------
</TABLE>
Each of the Fund, Management and Bay City LLC share power to vote and to
dispose of the 857,143 Shares beneficially owned by them with each other.
(c) To the best knowledge of the Reporting Persons, no person described in
paragraph (a) of this Item 5 has effected any transaction in the Common Stock of
the Issuer during the past 60 days other than as provided for in the agreements
described in the Introduction and under Items 3, 4 and 5 above and attached
hereto as Exhibits 7(2) through 7(3).
(d) To the best knowledge of the Reporting Persons, no persons other than
the Reporting Persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock of
the Issuer held by the Reporting Persons.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
(a) COMMON STOCK PURCHASE AGREEMENT.
The Common Stock Purchase Agreement is described and/or referred to in the
Introduction and Items 3, 4 and 5 and is attached as Exhibit 7(2).
<PAGE>
CUSIP NO. 50187310 13D Page 11 of 16 pages
(b) REGISTRATION RIGHTS AGREEMENT.
The Registration Rights Agreement referred to in the Introduction and Item
3 is attached as Exhibit 7(3). Under the Registration Rights Agreement and
subject to its terms and conditions, the Issuer agreed to file with the
Securities and Exchange Commission, within six months following the closing date
(i.e., January 27, 1999), a registration statement on Form S-3, and to use its
best efforts to effect such registration and any related qualification and
compliance with respect to the Registrable Securities (as defined in the
Registration Rights Agreement) owned by the Purchasers.
The description of the Common Stock Purchase Agreement and the Registration
Rights Agreement, contained in this Statement on Schedule 13D, is qualified in
its entirety by the complete text of the documents, copies of which are attached
hereto as Exhibits 7(2) through 7(3).
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7 (1). Agreement with Respect to Schedule 13D.
Exhibit 7 (2). Common Stock Purchase Agreement.
Exhibit 7 (3). Registration Rights Agreement.
<PAGE>
CUSIP NO. 50187310 13D Page 12 of 16 pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 3, 1999
Bay City Capital Management LLC
By: /s/ Fred Craves
---------------------------------
Its: Manager
<PAGE>
CUSIP NO. 50187310 13D Page 13 of 16 pages
LIST OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit No DESCRIPTION PAGE
- ----------- ----------- -----
<S> <C> <C>
7(1) Agreement with Respect to Schedule 13D.
7(2) Common Stock Purchase Agreement.
7(3) Registration Rights Agreement.
</TABLE>
<PAGE>
CUSIP NO. 50187310 13D Page 14 of 16 pages
SCHEDULE 1 TO SCHEDULE 13D
Bay City Capital Management LLC
MANAGERS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Present Principal
Name and Business Address (1) Title Occupation or Employment
- --------------------------------- ----- -------------------------
<S> <C> <C>
Fred B. Craves Manager Chairman, Manager and Managing Director of Bay City
Bay City Capital Management LLC Capital LLC and Manager of Bay City Capital
750 Battery Street, Suite 600 Management LLC.
San Francisco, California 94111
John D. Diekman Manager Chairman of Affymetrix, Inc.
Bay City Capital Management LLC
750 Battery Street, Suite 600
San Francisco, Ca. 94111
Roger H. Salquist Manager Manager and Managing Director of Bay City Capital
Bay City Capital Management LLC LLC and Manager of Bay City Capital Management LLC.
750 Battery Street, Suite 600
San Francisco, Ca. 94111
Thomas J. Pritzker Manager President of Hyatt Corporation, a diversified
200 West Madison Street company primarily engaged in real estate and hotel
38th Floor management activities.
Chicago, Ill. 60606
Gerald L. Cohn Manager Investor.
19355 Turnberry Way
Apt. TH-3
North Miami, Fl. 33180
</TABLE>
(1) Each of Messrs. Craves, Diekman, Salquist, Pritzker, and Cohn are United
States citizens.
<PAGE>
CUSIP NO. 50187310 13D Page 15 of 16 pages
SCHEDULE 2 TO SCHEDULE 13D
Bay City Capital LLC
MANAGERS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Present Principal
Name and Business Address (1) Title Occupation or Employment
- ------------------------------- ----- -------------------------
<S> <C> <C>
Fred B. Craves Chairman,Manager Chairman, Manager and Managing Director of Bay City Capital
Bay City Capital Management LLC LLC and Manager of Bay City Capital Management LLC.
750 Battery Street, Suite 600
San Francisco, California 94111
John D. Diekman Manager and Chairman of Affymetrix, Inc.
Bay City Capital Management LLC Managing Director
750 Battery Street, Suite 600
San Francisco, Ca. 94111
Roger H. Salquist Manager and Manager and Managing Director of Bay City Capital LLC and
Bay City Capital Management LLC Managing Director Manager of Bay City Capital Management LLC.
750 Battery Street, Suite 600
San Francisco, Ca. 94111
Thomas J. Pritzker Manager President of Hyatt Corporation, a diversified company
200 West Madison Street primarily engaged in real estate and hotel management
38th Floor activities.
Chicago, Ill. 60606
Gerald L. Cohn Manager Investor.
19355 Turnberry Way
Apt. TH-3
North Miami, Fl. 33180
</TABLE>
(1) Each of Messrs. Craves, Diekman, Salquist, Pritzker, and Cohn are United
States citizens.
<PAGE>
CUSIP NO. 50187310 13D Page 16 of 16 pages
EXHIBIT 7(1)
AGREEMENT WITH RESPECT TO SCHEDULE 13D
The undersigned hereby agree that any Statement on Schedule 13D to be
filed with the Securities and Exchange Commission by any of the undersigned,
including any amendment thereto, with respect to securities of LJL BioSystems,
Inc., a Delaware corporation, may be filed by Bay City Capital Management LLC on
behalf of all of the undersigned.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed in counterparts by their duly authorized signatories as of the third
day of February, 1999.
Bay City Capital Management LLC
By: /s/ Fred Craves
------------------------------------
Its: Manager
The Bay City Capital Fund I, L.P.
By: Its General Partner
Bay City Capital Management LLC
By: /s/ Fred Craves
------------------------------------
Its: Manager
Bay City Capital LLC
By: /s/ Fred Craves
------------------------------------
Its: Manager
<PAGE>
EXHIBIT 7(2)
------------
LJL BIOSYSTEMS, INC.
COMMON STOCK PURCHASE AGREEMENT
JANUARY 25, 1999
<PAGE>
LJL BIOSYSTEMS, INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the "AGREEMENT") is entered into as of
this 25th day of January, 1999 (the "EFFECTIVE DATE") among LJL BioSystems,
Inc., a Delaware corporation (the "COMPANY") and the investors listed on
EXHIBIT A attached hereto (each a "PURCHASER" and together the "PURCHASERS").
SECTION 1
SALE OF COMMON STOCK AND WARRANT
1.1 SALE OF COMMON STOCK. Subject to the terms and conditions hereof,
on the Closing Date, as defined below, the Company will issue and sell to each
Purchaser, and each Purchaser will purchase from the Company the number of whole
shares of Common Stock, par value $0.001 per share, of the Company (the
"PURCHASED COMMON STOCK"), calculated by dividing the dollar amount set forth
opposite such Purchaser's name on EXHIBIT A by $3.50.
1.2 CLOSING DATE. The closing (the "CLOSING") of the purchase and
sale of the Common Stock (referred to herein as the "SECURITIES") shall be held
at the offices of Venture Law Group, 2800 Sand Hill Road, Menlo Park, California
at 10:00 a.m. on [JANUARY 27], 1999, or at such other time and place upon which
the Company and the Purchasers shall mutually agree (the date of the Closing is
hereinafter referred to as the "CLOSING DATE").
1.3 DELIVERY. At the Closing, the Company will deliver to each
Purchaser a certificate or certificates representing the shares of Common Stock
purchased by such Purchaser, against payment of the purchase price therefor, by
wire transfer or certified or cashier's check drawn on a United States ("U.S.")
bank.
1.4 LEGEND. The certificate or certificates for the Securities shall
be subject to a legend restricting transfer under the Securities Act of 1933, as
amended (the "SECURITIES ACT") and referring to restrictions on transfer herein,
such legend to be substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (A) AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO, OR (B) AN OPINION OF COUNSEL FOR THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (C) FULL COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT."
In addition, the certificates for the Securities issued and sold to The
Bay City Capital Fund I, L.P. ("Bay City Fund") and Skyline Venture Partners,
L.P. shall include appropriate legends to reflect such Purchasers' status as
affiliates of the Company.
<PAGE>
SECTION 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby represents and warrants to the Purchasers that as of
the Effective Date:
2.1 ORGANIZATION. The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware and is in good standing
under such laws. The Company has requisite corporate power and authority to
own, lease and operate its properties and assets, and to carry on its business
as presently conducted and as proposed to be conducted. The Company is
qualified to do business as a foreign corporation in each jurisdiction in which
the ownership of its property or the nature of its business requires such
qualification, except where failure to so qualify would not have a materially
adverse effect on the Company. The Company has no subsidiaries or equity
interest in any other entity other than LJL BioSystems Ltd., a U.K. subsidiary.
2.2 CAPITALIZATION. The authorized capital stock of the Company
consists of 50,000,000 shares of Common Stock, $0.001 par value, of which at
December 31, 1998, approximately 10,524,493 shares were issued and outstanding,
and 2,000,000 shares of Preferred Stock, $0.001 par value, of which no shares of
Preferred Stock were issued and outstanding and warrants exercisable for 73,679
shares of Common Stock were issued and outstanding. Since December 31, 1998,
no shares of the Company's Common or Preferred Stock have been issued, except
pursuant to the exercise of outstanding options and except pursuant to the
Company's 1998 Employee Stock Purchase Plan. All such issued and outstanding
shares have been duly authorized and validly issued and are fully paid and
nonassessable. As of December 31, 1998, there were options outstanding for
approximately 1,509,053 shares of Common Stock and approximately 890,144 shares
available for future issuance. Except as described in this Section 2.2, there
are no other options, warrants, conversion privileges or other contractual
rights presently outstanding to purchase or otherwise acquire any authorized but
unissued shares of the Company's capital stock or other securities other than
pursuant to the Company's stock option plans and Employee Stock Purchase Plan.
All of the issued and outstanding securities of the Company have been issued in
compliance with all applicable federal and state securities laws.
2.3 AUTHORIZATION. The Company has all corporate right, power and
authority to enter into this Agreement and the Registration Rights Agreement
substantially in the form attached hereto as EXHIBIT D (the "Registration Rights
Agreement") and to consummate the transactions contemplated hereby and thereby.
All corporate action on the part of the Company, its directors and stockholders
necessary for the authorization, execution, delivery and performance of this
Agreement and the Registration Rights Agreement by the Company, and the
authorization, sale, issuance and delivery of the Securities being sold
hereunder by the Company has been taken. This Agreement and the Registration
Rights Agreement have been duly executed and delivered by the Company and
constitute legal, valid and binding obligations of the Company enforceable in
accordance with their respective terms, subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors and rules of law
-2-
<PAGE>
governing specific performance, injunctive relief or other equitable remedies,
and to limitations of public policy as they may apply to Section 1.7 of the
Registration Rights Agreement. Upon their issuance and delivery pursuant to this
Agreement, all of the Securities being sold by the Company hereunder will be
duly and validly issued, fully paid and nonassessable and free and clear of any
liens and encumbrances other than restrictions on transfer pursuant to state and
federal securities laws. There are no statutory, contractual or other
preemptive rights, rights of first refusal, co-sale rights or similar rights
with respect to the issuance and sale of the Securities.
2.4 VALIDITY OF SECURITIES. The Securities, when issued, sold and
delivered by the Company in accordance with the terms of this Agreement, will be
duly and validly issued, fully-paid and nonassessable. Based in part upon the
representations of the Purchasers in this Agreement, the offer, sale and
issuance of the Securities will be made in compliance with all applicable
federal and state securities laws.
2.5 NO CONFLICT. The execution and delivery of this Agreement and the
Registration Rights Agreement do not, and the consummation of the transactions
contemplated hereby and thereby will not, conflict with, or result in any
violation of, or default (with or without notice or lapse of time, or both), or
give rise to a right of termination, cancellation or acceleration of any
obligation or to a loss of a material benefit, under, any provision of the
Certificate of Incorporation or Bylaws of the Company or any material agreement
attached as an exhibit to the Company's SEC Documents, or any judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to the Company,
its properties or assets, which conflict, violation, default or right would have
a material adverse effect on the business, properties, prospects or financial
condition of the Company.
2.6 ACCURACY OF REPORTS; FINANCIAL STATEMENTS. All reports required
to be filed with the Securities and Exchange Commission (the "SEC") by the
Company since March 18, 1998 (the date of the Company's initial public offering)
through the date of this Agreement under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), copies of which have been made available to each
Purchaser (the "SEC Documents"), have been duly and timely filed, were in
substantial compliance with the requirements of their respective forms when
filed, were complete and correct in all material respects as of the dates at
which the information was furnished, and contained (as of such dates) no untrue
statement of a material fact nor omitted to state a material fact necessary in
order to make the statements made therein in light of the circumstances in which
made not misleading. The financial statements of the Company included in the
SEC Documents (the "Financial Statements") comply as to form in all material
respects with applicable accounting requirements and with the published rules
and regulations of the SEC with respect thereto. The Financial Statements have
been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the consolidated financial position of
the Company at the dates thereof and the consolidated results of operations and
consolidated cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, recurring adjustments). Since the date of the
last filing of an SEC Document, there has not been any material adverse change
in the assets, business, financial condition or results of operations of the
Company; PROVIDED, HOWEVER, that changes in the ordinary course of business,
including but not limited to the use of cash and increase in liabilities, shall
not be deemed to be a
-3-
<PAGE>
material adverse change.
2.7 GOVERNMENTAL CONSENTS, ETC. No consent, approval or authorization
of or designation, declaration or filing with any governmental authority on the
part of the Company is required in connection with the valid execution and
delivery of this Agreement or the Registration Rights Agreement, or the
consummation of any other transaction contemplated hereby and thereby, except
such filings as may be required to be made with the SEC, the National
Association of Securities Dealers, Inc. and with governmental authorities for
purposes of effecting compliance with the securities and blue sky laws in the
states in which Securities are offered and/or sold (which compliance will be
effected in accordance with such laws).
2.8 LITIGATION. There is no action, suit, proceeding, claim,
arbitration or investigation pending or as to which the Company has received any
notice of assertion against the Company, which could reasonably be expected to
result in a material adverse effect on the business, properties, financial
condition or operations of the Company.
2.9 REGISTRATION RIGHTS. Except for the rights set forth in the
Amended and Restated Investors' Rights Agreement dated June 17, 1997, a copy of
which has been made available to each Purchaser, the Company is not presently
under any obligation and has not granted any rights to register its securities
under the Securities Act with respect to any of its presently outstanding
securities, which rights would be implicated with respect to the registration
contemplated by the Registration Rights Agreement and which rights have not been
waived by the holders thereof.
2.10 NO MATERIAL DEFAULT. The Company is not in violation of or
default in any material respect under any provision of (a) its Certificate of
Incorporation or Bylaws, (b) any federal or state judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to the Company, or (c)
any material agreement attached as an exhibit to the Company's SEC Documents,
except such violations or defaults as would not have a material adverse effect
on the business, properties, prospects or financial condition of the Company.
2.11 LISTING. The Company's Common Stock is traded on The Nasdaq
National Market.
2.12 DISCLOSURE. No representation or warranty of the Company
contained in this Agreement or the exhibits attached hereto (when read together
and taken as a whole), contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements contained
herein or therein in light of the circumstances under which they were made not
misleading.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, severally and not jointly with other Purchasers, hereby
represents and warrants to the Company as follows as of the Effective Date:
-4-
<PAGE>
3.1 INVESTMENT. Such Purchaser will acquire the Securities purchased
from the Company pursuant to this Agreement for investment for its own account,
not as a nominee or agent and not with a view to or for resale in connection
with any distribution thereof. Purchaser understands that the Securities
purchased by such Purchaser from the Company pursuant to this Agreement have not
been registered under the Securities Act by reason of a specific exemption from
the registration provisions of the Securities Act which depends upon, among
other things, the bona fide nature of such Purchaser's investment intent and the
accuracy of such Purchaser's representations as expressed herein.
3.2 ACCREDITED INVESTOR. Such Purchaser is an "accredited investor"
as defined by Rule 501(a) of the Securities Act of 1933, as amended (the
"Securities Act"). The SEC documents have been made available to each
Purchaser, and each Purchaser has received all the information it has requested
regarding the Company. Such Purchaser has such business and financial
experience as is required to give it the capacity to protect its own interests
in connection with the purchase of the Securities.
3.3 AUTHORITY. This Agreement and the Registration Rights Agreement
have been duly executed and delivered by such Purchaser and constitute legal,
valid and binding obligations of such Purchaser, enforceable in accordance with
their respective terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies, and to
limitations of public policy as they may apply to Section 1.7 of the
Registration Rights Agreement. The execution and delivery of this Agreement and
the Registration Rights Agreement do not, and the consummation of the
transactions contemplated hereby and thereby will not, conflict with or result
in any violation of any obligation under any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to such Purchaser.
3.4 GOVERNMENT CONSENTS, ETC. No consent, approval or authorization
of or designation, declaration or filing with any governmental authority on the
part of such Purchaser is required in connection with the valid execution and
delivery of this Agreement, or the offer, sale or issuance of the Securities, or
the consummation of any other transaction contemplated hereby.
3.5 INVESTIGATION. Such Purchaser has had a reasonable opportunity to
discuss the Company's business, management and financial affairs with the
Company's management.
SECTION 4
CONDITIONS TO OBLIGATIONS OF THE PURCHASERS
The obligations of each Purchaser to the Company under this Agreement are
subject to the fulfillment, on or before the Closing, of each of the following
conditions, unless otherwise waived:
4.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Company in Section 2 shall be true and correct in all
material respects when made
-5-
<PAGE>
and on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date.
4.2 COVENANTS. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.
4.3 NO ACTION, ETC. PENDING. There shall not at Closing be in effect
any action, order, or other proceeding, preventing, enjoining or otherwise
restraining the transactions contemplated by this Agreement.
4.4 NO LAW PROHIBITING OR RESTRICTING SALE. There shall not be in
effect any law, rule or regulation prohibiting or restricting such sale, or
requiring any consent or approval of any person which shall not have been
obtained to issue the Securities (except as otherwise referenced in this
Agreement).
4.5 COMPLIANCE CERTIFICATE. The Company shall have delivered to the
Purchasers a certificate substantially in the form attached hereto as EXHIBIT B
executed by a duly authorized officer, dated the Closing Date, certifying to the
fulfillment of the conditions specified in Sections 4.1 and 4.2 and certifying
that, since the date of the Company's most recent filing with the SEC, there has
not been any material adverse change in the assets, liabilities, financial
condition or operations of the Company; PROVIDED, HOWEVER, that changes in the
ordinary course of business, including but not limited to the use of cash and
increase in liabilities, shall not be deemed to be a material adverse change.
4.6 REGISTRATION RIGHTS AGREEMENT. On or before the Closing, the
Company and the Purchasers shall have executed and delivered a counterpart of
the Registration Rights Agreement in the form attached hereto as EXHIBIT C.
4.7 OPINION OF COMPANY COUNSEL. The Purchasers shall have received
from Venture Law Group, counsel for the Company, an opinion, dated as of the
closing, Substantially in the form attached hereto as EXHIBIT D.
4.8 DIRECTOR. The Company shall have taken all actions necessary to
ensure that John Diekman shall be appointed, effective immediately after the
Closing, to serve on the Company's board of directors.
SECTION 5
CONDITIONS TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject to the
fulfillment on or prior to the Closing of each of the following conditions,
unless otherwise waived:
5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and
warranties made by the Purchasers in Section 3 hereof shall be true and correct
in all material respects when
-6-
<PAGE>
made and on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the Closing Date.
5.2 PERFORMANCE. All covenants, agreements and conditions contained
in this Agreement to be performed by the Purchasers on or prior to the Closing
Date shall have been performed or complied with in all material respects.
5.3 NO ACTION, ETC. PENDING. There shall not at Closing be in effect
any action, order or other proceeding, preventing, enjoining or otherwise
restraining the transactions contemplated by this Agreement..
5.4 NO LAW PROHIBITING OR RESTRICTING SUCH SALE. There shall not be
in effect any law, rule or regulation prohibiting or restricting such sale, or
requiring any consent or approval of any person which shall not have been
obtained to issue the Securities (except as otherwise provided in this
Agreement).
SECTION 6
POST-CLOSING COVENANTS
6.1 POST-CLOSING COVENANT OF THE COMPANY. Until the earlier of (i)
the date upon which Bay City Fund and its affiliates beneficially own 75% or
less of the shares of Purchased Common Stock that Bay City Fund purchases
hereunder or (ii) four (4) years from the Closing, the Company's senior
management will recommend that its Board of Directors and Nominating Committee
(if any) use its best efforts, subject to fiduciary obligations to the Company's
stockholders based on advice of legal counsel, to (i) nominate and include in
the Company proxy statement a representative designated by Bay City Capital LLC
("BAY CITY") as a Class II director of the Company's Board of Directors at each
annual meeting of stockholders of the Company where the class of which such
designee is a member is up for election, and (ii) in the event that any such
designee shall resign or be removed as a director for any reason during the
period that this Section 6.1 is in effect, fill the vacancy resulting thereby by
a designee of Bay City. The Company shall provide all rights and benefits of
indemnity to such designee as are provided such other outside directors.
6.2 POST-CLOSING COVENANT OF THE PURCHASERS. Until the earlier of (i)
the date upon which Bay City Fund beneficially owns 75% or less of the Common
Stock purchased by Bay City Fund pursuant to this Agreement or (ii) four (4)
years from the Closing, the Purchasers (which term, for the purposes of this
Section 6.2, shall include all affiliates of the Purchasers that may from time
to time beneficially own shares of Common Stock) shall take such action as may
be required so that all shares of voting stock of the Company beneficially owned
by the Purchasers are voted for the nominee to the Board of Directors of the
Company which is nominated consistent with the provisions of Section 6.1 above.
-7-
<PAGE>
SECTION 7
MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.
7.2 MAINTENANCE OF LISTING. For so long as the Company is obligated
to keep in effect any registration statement provided for under the Registration
Rights Agreement, the Company will use its reasonable best efforts to maintain
its listing on The Nasdaq National Market or a national securities exchange, as
defined in the Exchange Act.
7.3 FILINGS. The parties shall consult and fully cooperate with and
provide assistance to each other in preparing and filing as soon as practicable
all consents, approvals and authorizations necessary or advisable to be made or
obtained from any third-party or governmental agency in order to consummate the
transactions contemplated hereby.
7.4 SURVIVAL. Unless otherwise set forth in this Agreement, the
representations and warranties of the Company and the Purchasers contained in or
made pursuant to this Agreement shall terminate six (6) months following the
Closing; provided, however, that the covenants in Section 6 shall survive for
the terms stated therein.
7.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.
7.6 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Registration
Rights Agreement and the other documents delivered pursuant hereto constitute
the full and entire understanding and agreement between the parties with regard
to the subject matter hereof and thereof and supersede all prior agreements and
understandings among the parties relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against which
enforcement of any such amendment, waiver, discharge or termination is sought.
7.7 NOTICES AND DATES. Unless otherwise provided herein, any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier and
addressed to the party to be notified at such party's address as set forth on
EXHIBIT A hereto, or to the Company at its address specified on its signature
page hereto, or as subsequently modified by written notice. In the event that
any date provided for in this Agreement falls on a Saturday, Sunday or legal
holiday, such date shall be deemed extended to the next business day.
7.8 BROKERS.
(a) The Company has not engaged, consented to or authorized any
broker,
-8-
<PAGE>
finder or intermediary to act on its behalf, directly or indirectly, as a
broker, finder or intermediary in connection with the transactions contemplated
by this Agreement. The Company hereby agrees to indemnify and hold harmless the
Purchasers from and against all fees, commissions or other payments owing to any
party acting on behalf of the Company hereunder.
(b) No Purchaser has engaged, consented to or authorized any
broker, finder or intermediary to act on its behalf, directly or indirectly, as
a broker, finder or intermediary in connection with the transactions
contemplated by this Agreement. Each Purchaser hereby agrees to indemnify and
hold harmless the Company from and against all fees, commissions or other
payments owing to any party acting on behalf of such Purchaser hereunder.
7.9 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
7.10 COSTS AND EXPENSES. Each party hereto shall pay its own costs and
expenses incurred in connection herewith, including the fees of its counsel,
auditors and other representatives, whether or not the transactions contemplated
herein are consummated.
7.11 NO THIRD PARTY RIGHTS. Nothing in this Agreement shall create or
be deemed to create any rights in any person or entity not a party to this
Agreement.
7.12 PUBLICITY. The Purchasers and the Company shall not issue any
public statement concerning the transactions contemplated by this Agreement
without the reasonable prior written consent of the parties named in such public
statement; PROVIDED, HOWEVER, that the parties may disclose the transaction or
the terms hereof or thereof from time to time without the approval of the party
whose name is disclosed if (i) such approval has been requested and not received
and such party concludes (after consulting with counsel) that it is required by
law to disclose the transaction or the terms thereof or (ii) to the extent that
similar disclosure has been previously approved pursuant to this Section 7.12.
7.13 CAPTIONS AND HEADINGS. The captions and headings used herein are
for convenience and ease of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
7.14 COUNTERPARTS. This Agreement may be executed in counterparts, and
each such counterpart shall be deemed an original for all purposes.
[SIGNATURE PAGES FOLLOW]
-9-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
LJL BIOSYSTEMS, INC.
By: /s/ Lev Levtes
----------------------------------------
Its: CEO
---------------------------------------
405 Tasman Drive
Sunnyvale, CA 94089
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
THE BAY CITY CAPITAL FUND I, L.P.
By: BAY CITY CAPITAL MANAGEMENT LLC
Its: General Partner
By: /s/ Roger H. Salquist
----------------------------------------
Name: Roger H. Salquist
-----------------------------------
Title: Managing Partner
----------------------------------
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
SKYLINE VENTURE PARTNERS, L.P.
By: Skyline Venture Management LLC
Its: General Partner
By: /s/ John Freund
----------------------------------------
John Freund
Managing Director
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date first written
above.
THE KAUFMANN FUND, INC.
By: /s/ Hans P. Utsch
----------------------------------------
Hans P. Utsch
President
<PAGE>
EXHIBIT A
SCHEDULE OF PURCHASERS
<TABLE>
<CAPTION>
Number of Securities Aggregate
Name and Address of Common Stock Purchase Price
---------------- --------------- ---------------
<S> <C> <C>
The Bay City Capital Fund I, L.P. 857,143 $ 3,000,000.50
The Kaufmann Fund, Inc. 857,143 $ 3,000,000.50
Skyline Venture Partners, L.P. 285,714 $ 999,999.00
--------- ---------------
TOTAL: 2,000,000 $ 7,000,000.00
</TABLE>
<PAGE>
EXHIBIT B
LJL BIOSYSTEMS, INC.
COMPLIANCE CERTIFICATE
The undersigned, Lev J. Leytes, hereby certifies as follows:
1. The undersigned is the duly elected President and Chief Executive
Officer of LJL BioSystems, Inc., a Delaware corporation (the "COMPANY").
2. The representations and warranties of the Company set forth in
Section 2 of the Common Stock Purchase Agreement (the "AGREEMENT") dated January
__, 1999 are true and correct in all material respects as though made on and as
of the date hereof.
3. The Company has performed and complied with all covenants,
agreements, obligations and conditions contained in the Agreement to be
performed by the Company on or prior to the Closing Date.
4. Since the date of the Company's most recent filing with the SEC,
there has not been any material adverse change in the assets, liabilities,
financial condition, or operations of the Company; PROVIDED, HOWEVER, that
changes in the ordinary course of business, including but not limited to the use
of cash and increase in liabilities, shall not be deemed to be a material
adverse change.
The undersigned has executed this Certificate this _____ day of January,
1999.
/s/ Lev Leytes
------------------------------------
Lev J. Leytes, President and Chief
Executive Officer
<PAGE>
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
<PAGE>
EXHIBIT D
OPINION OF COMPANY COUNSEL
<PAGE>
EXHIBIT 7(3)
LJL BIOSYSTEMS, INC.
REGISTRATION RIGHTS AGREEMENT
JANUARY 25, 1999
<PAGE>
LJL BIOSYSTEMS, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "AGREEMENT") is made as of the 25th
day of January, 1999, by and among LJL BioSystems, Inc., a Delaware corporation
(the "COMPANY") and the investors listed on ATTACHMENT A hereto, each of which
is herein referred to as an "INVESTOR."
RECITALS
The Company and the Investors have entered into a Common Stock Purchase
Agreement (the "PURCHASE AGREEMENT") of even date herewith pursuant to which the
Company has agreed to sell to the Investors and the Investors have agreed to
purchase from the Company shares of the Company's Common Stock.
ALL TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED IN
THE PURCHASE AGREEMENT.
A condition to the Investors' obligations under the Purchase Agreement is
that the Company and the Investors enter into this Agreement in order to provide
the Investors with certain rights to register the Securities acquired by the
Investors subject to the Purchase Agreement. The Company and the Investors each
desire to induce the Investors to purchase the Securities pursuant to the
Purchase Agreement by agreeing to the terms and conditions set forth herein.
AGREEMENT
The parties hereby agree as follows:
1. REGISTRATION RIGHTS. The Company and the Investors covenant and
agree as follows:
1.1 DEFINITIONS. For purposes of this Section 1 (terms defined
in the singular shall apply to the plural form and vice-versa):
(a) The terms "REGISTER," "REGISTERED," and "REGISTRATION"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act of 1933, as
amended (the "ACT"), and the declaration or ordering of effectiveness of such
registration statement or document;
(b) The term "REGISTRABLE SECURITIES" means (i) the shares
of Common Stock issued or sold in connection with the Purchase Agreement (such
shares of Common Stock are collectively referred to hereinafter as the "SHARES"
or "STOCK"), and (ii) any other shares of Common Stock of the Company issued as
(or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Stock, PROVIDED, that the foregoing
<PAGE>
definition shall exclude in all cases any Registrable Securities sold by a
person in a transaction in which his or her rights under this Agreement are not
assigned. Notwithstanding the foregoing, Common Stock or other securities
shall only be treated as Registrable Securities if and so long as they have not
(A) been sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B) been sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Act under Section 4(1) thereof so that all transfer restrictions, and
restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale or (C) with regard to any individual Holder, become
eligible for sale in any three month period pursuant to Rule 144;
(c) The number of shares of "REGISTRABLE SECURITIES THEN
OUTSTANDING" shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities;
(d) The term "HOLDER" means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance
with this Agreement;
(e) The term "FORM S-3" means such form under the Act as in
effect on the date hereof or any successor form under the Act; and
(f) The term "SEC" means the Securities and Exchange
Commission.
1.2 FORM S-3 REGISTRATION. Subject to the terms and conditions
of this Agreement, on or before the date that is six (6) months following the
Closing (the "S-3 DATE"), the Company will file with the SEC a registration
statement on Form S-3 and will use its best efforts to effect such registration
and any related qualification or compliance with respect to all Registrable
Securities owned by the Holders as soon as practicable thereafter. If the
Company does not file with the SEC a registration statement on Form S-3 by the
date that is 30 days after the S-3 Date (the "S-3 Filing Deadline"), the Company
agrees to pay the Purchasers, as liquidated damages, an amount equal to Two
Hundred Fifty Thousand Dollars ($250,000) on the day immediately after the S-3
Filing Deadline, provided however, that notwithstanding the above, the Company
shall not pay any such damages if the Company defers filing a registration
statement on Form S-3 pursuant to subsection 1.2(b)(i) or subsection 1.2(b)(ii)
below. Accordingly, the Company will:
(a) promptly give written notice of the registration, and
any related qualification or compliance, to all Holders;
(b) as soon as practicable, effect such registration and
all such qualifications and compliances as may be necessary and as would permit
or facilitate the sale and distribution of all of the Holders' Registrable
Securities; provided, however, that the Company shall not be obligated to effect
any such registration, qualification or compliance, pursuant to this Section 1.2
if (i) the Company shall furnish to the Holders a certificate signed by the
President of the Company stating that in the good faith judgment of the Board of
Directors of the Company, it
2
<PAGE>
would be seriously detrimental to the Company and its stockholders for such
Form S-3 Registration to be effected at such time, in which event the Company
shall have the right to defer the filing of the Form S-3 registration statement
for a reasonable period of time, which shall not exceed thirty (30) days after
the S-3 Filing Deadline, under this Section 1.2 or (ii) if Form S-3 is not
available for such offering by the Holder(s), provided, however, that if Form
S-3 is not available, Company shall file the Form S-3 registration statement
once it is available; and
(c) any and all expenses incurred in connection with a
registration requested pursuant to this Section 1.2 shall be borne by the
Company, including all registration, filing, qualification, printers' and
accounting fees but excluding any underwriters' discounts or commissions and any
fees and disbursements of any counsel for the selling Holders (such fees or
discounts, if any, to be borne pro rata by the Holders participating in the
registration).
1.3 OBLIGATIONS OF THE COMPANY. Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to become effective and to keep such registration
statement effective for a period of three (3) years after the date on which the
registration statement is declared effective or such shorter period: (i) when
all of the Registrable Securities covered by the registration statement are
sold; or (ii) when Rule 144(k) is available to each of the Investors.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Act with respect to the disposition of all securities covered
by such registration statement.
(c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions.
(e) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make
3
<PAGE>
the statements therein not misleading in the light of the circumstances then
existing. In such circumstance, the Company will use reasonable commercial
efforts to promptly update such prospectus to correct such untrue statement or
disclose the necessary material facts within the period of time the Company may
delay sales under Section 1.4(a)(iii) below.
1.4 RESTRICTIONS ON AND PROCEDURE FOR SALES PURSUANT TO A
REGISTRATION STATEMENT.
(a) Each Holder agrees to the following:
(i) NOTICE TO COMPANY. If any Holder shall propose
to sell any Shares, the Holder shall notify the Company of its intent to do so
on or before one (1) business day prior to the date of such sale (the "Notice of
Sale"), and the provision of the Notice of Sale to the Company shall
conclusively be deemed to establish an agreement by such Holder to comply with
the registration provisions herein described. The Notice of Sale shall be
deemed to constitute a representation that any information previously supplied
by such Holder is accurate as of the date of such Notice of Sale.
(ii) NOTICE OF SALE. The Notice of Sale in
substantially the form attached as ATTACHMENT B shall be given in accordance
with the provisions of Section 2.5 hereof. However, the Holder may give the
Notice of Sale orally by telephoning the current Chief Financial Officer at the
Company at (408) 448-0542. An oral Notice of Sale shall be deemed to have been
received only at such time as the Selling Holder speaks directly with the
current Chief Financial Officer. In addition, an oral Notice of Sale shall only
be deemed effective if it is followed by a written Notice of Sale received by
the Company by personal delivery or facsimile within twenty-four (24) hours
after giving the oral Notice of Sale.
(iii) DELAY OF SALE. The Company may refuse to
permit the Holder to resell any Shares for a period of time not to exceed forty
five (45) days; provided, however, that in order to exercise this right, the
Company must deliver a certificate in writing to the Holder to the effect that
the registration statement in its then current form contains an untrue statement
of material fact or omits to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading. During any suspension period as contemplated by this
Section 1.4 (a)(iii), of which there shall be no more than three (3) in any
twelve (12) month period, the Company will not allow any of its officers or
directors to buy or sell shares of the Company's securities.
(b) REPRESENTATIONS OF HOLDERS. Each Holder hereby
represents to and covenants with the Company that, during the period in which
any registration statement effected pursuant to Section 1.2 remains effective,
such Holder will:
(i) not engage in any stabilization activity in
connection with any of the Company's securities;
4
<PAGE>
(ii) cause to be furnished to any purchaser of the
Shares and to the broker-dealer, if any, through whom Shares may be offered, a
copy of the Prospectus; and
(iii) not bid for or purchase any securities of the
Company or any rights to acquire the Company's securities, or attempt to induce
any person to purchase any of the Company's securities or any rights to acquire
the Company's securities, in each case, other than as permitted under the
Securities Exchange Act of 1934, as amended ("Exchange Act").
(c) INFORMATION FOR USE IN REGISTRATION STATEMENT. Each
Holder represents and warrants to the Company that such Holder has completed the
information requested by the Selling Holder's Questionnaire attached as
ATTACHMENT C hereto (the "Questionnaire"), and further represents and warrants
to the Company that all information provided by such Holder in the Questionnaire
is true, accurate and complete. Each Holder understands that the written
information in the Questionnaire and all written representations made in this
Agreement are being provided to the Company specifically for use in, or in
connection with, the registration statement and the Prospectus, and has executed
this Agreement with such knowledge.
1.5 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.
1.6 DELAY OF REGISTRATION. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any dispute that might arise with respect to the
interpretation or implementation of this Section 1.
1.7 INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this Section 1:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, any underwriter (as defined in the Act)
for such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "VIOLATION"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the
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<PAGE>
Exchange Act, any state securities law or any rule or regulation promulgated
under the Act, the Exchange Act or any state securities law; and the Company
will pay to each such Holder, underwriter or controlling person, as incurred,
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection 1.7(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability, or action to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this subsection 1.7(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection 1.7(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld;
provided, that, in no event shall any indemnity under this subsection 1.7(b)
exceed the net proceeds from the offering received by such Holder, except in the
case of willful fraud by such Holder.
(c) Promptly after receipt by an indemnified party under
this Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.7, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the reasonable fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
6
<PAGE>
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 1.7, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.7.
(d) If the indemnification provided for in this Section 1.7
is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution by a Holder
under this Subsection 1.7(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(e) The obligations of the Company and Holders under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1.
1.8 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view
to making available to the Holders the benefits of Rule 144 and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration or pursuant to a registration
on Form S-3, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144, so long as the Company remains
subject to the periodic reporting requirements under Sections 13 or 15(d) of the
Exchange Act;
(b) take such action, including the voluntary registration
of its Common Stock under Section 12 of the Exchange Act, as is necessary to
enable the Holders to utilize Form S-3 for the sale of their Registrable
Securities, such action to be taken as soon as practicable after the end of the
fiscal year in which the first registration statement filed by the Company for
the offering of its securities to the general public is declared effective;
(c) file with the SEC in a timely manner all reports and
other documents required of the Company under the Act and the Exchange Act; and
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<PAGE>
(d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of the Exchange Act
and the rules and regulations promulgated thereunder, or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such securities without registration or
pursuant to such form.
1.9 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of at least 150,000 shares of such securities, provided the Company is,
within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned, which information
shall amend Attachment A hereto; and provided, further, that such assignment
shall be effective only if immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the Act. For the purposes of determining the number of shares of Registrable
Securities held by a transferee or assignee, the holdings of transferees and
assignees of a partnership who are partners or retired partners of such
partnership (including spouses and ancestors, lineal descendants and siblings of
such partners or spouses who acquire Registrable Securities by gift, will or
intestate succession) shall be aggregated together and with the partnership;
provided that all assignees and transferees who would not qualify individually
for assignment of registration rights shall have a single attorney-in-fact for
the purpose of exercising any rights, receiving notices or taking any action
under Section 1.
2. MISCELLANEOUS.
2.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
2.2 GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto shall be governed, construed and interpreted in accordance with
the laws of the State of California, without giving effect to principles of
conflicts of laws.
2.3 COUNTERPARTS. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
2.4 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
8
<PAGE>
2.5 NOTICES. Unless otherwise provided herein, any notice
required or permitted by this Agreement shall be in writing and shall be deemed
sufficient upon delivery, when delivered personally or by overnight courier and
addressed to a Holder to be notified at such party's address as set forth on
ATTACHMENT A hereto or to the Company at its address on its signature page
hereto, or as subsequently modified by written notice. In the event that any
date provided for in this Agreement falls on a Saturday, Sunday or legal
holiday, such date shall be deemed extended to the next business day.
Notwithstanding the foregoing, any notice delivered pursuant to Section 1.3(e)
or Section 1.4 hereto must be made by personal delivery or confirmed facsimile
transmission.
2.6 EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
2.7 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Registrable Securities then outstanding. Any amendment or
waiver effected in accordance with this paragraph shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities, and the Company.
2.8 SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot
reach a mutually agreeable and enforceable replacement for such provision, then
(x) such provision shall be excluded from this Agreement, (y) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (z) the
balance of the Agreement shall be enforceable in accordance with its terms.
2.9 ENTIRE AGREEMENT. This Agreement, and the documents
referred to herein (with the exception of the registration statement) constitute
the entire agreement between the parties hereto pertaining to the subject matter
hereof, and any and all other written or oral agreements existing between the
parties hereto are expressly canceled.
[SIGNATURE PAGES FOLLOW]
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The parties have executed this Registration Rights Agreement as of the date
first written above.
COMPANY:
LJL BIOSYSTEMS, INC.
By: /s/ Lev Leytes
-------------------------------------
Name: Lev Leytes
--------------------------------
Title: CEO
-------------------------------
Address: 404 Tasman Drive
----------------------------
Sunnyvale, Ca 94089
----------------------------
<PAGE>
The parties have executed this Registration Rights Agreement as of the date
first written above.
THE BAY CITY CAPITAL FUND I, L.P.
By: BAY CITY CAPITAL MANAGEMENT LLC
Its: General Partner
By: /s/ Roger H. Salquist
-------------------------------------
Name: Roger H. Salquist
-----------------------------
Title: Managing Partner
-----------------------------
<PAGE>
The parties have executed this Registration Rights Agreement as of the date
first written above.
SKYLINE VENTURE PARTNERS, L.P.
By: Skyline Venture Management LLC
Its: General Partner
By: /s/ John Freund
----------------------------------
John Freund
Managing Director
2
<PAGE>
The parties have executed this Registration Rights Agreement as of the date
first written above.
THE KAUFMANN FUND, INC.
By: /s/ Hans P. Hutsch
-------------------------------------
Hans P. Utsch
President
3
<PAGE>
ATTACHMENT A
INVESTORS
<TABLE>
<CAPTION>
No. of Shares
Name/Address of Common Stock
- ------------ ---------------
<S> <C>
The Bay City Capital Fund I, L.P. 857,143
The Kaufmann Fund, Inc. 857,143
Skyline Venture Partners, L.P. 285,714
</TABLE>
<PAGE>
ATTACHMENT B
LJL BIOSYSTEMS, INC.
NOTICE OF SALE
Pursuant to the Registration Rights Agreement dated as of __________, 1999
among LJL BioSystems, Inc. (the "Company"), the undersigned and certain
stockholders of the Company, the undersigned hereby gives notice to the Company
of the undersigned's intent to sell _______ shares of the Company's Common Stock
registered pursuant to the registration statement on (File No.__________).
Dated: ______________, 199__ By:
---------------------------------
(signature)
Name:
-------------------------------
(print)
Title:
------------------------------
(if applicable)
[NOTE: THIS NOTICE OF SALE MUST BE COMPLETED AND DELIVERED (VIA PERSONAL
DELIVERY OR FACSIMILE) TO THE CHIEF FINANCIAL OFFICER OF THE COMPANY ON OR
BEFORE ONE (1) BUSINESS DAY BEFORE THE DATE OF SALE OF THE SHARES OF THE
COMPANY'S COMMON STOCK REGISTERED PURSUANT TO THE REGISTRATION STATEMENT.]
<PAGE>
ATTACHMENT C
LJL BIOSYSTEMS, INC.
SELLING STOCKHOLDER'S QUESTIONNAIRE
In connection with the LJL BioSystems, Inc. (the "Company") Registration
Statement (File No. ___________ ) registering certain shares of the Company's
Common Stock, the undersigned represents and warrants that the information set
forth below is true, accurate and complete:
1. As of the date hereof, the undersigned beneficially owns ______ shares
of the Company's Common Stock.
2. Except as described below, the undersigned has not had a material
relationship with the Company or any of its predecessors or affiliates within
the last three years.
The term "material relationship" has not been defined by the Securities and
Exchange Commission (the "SEC"). However, the SEC has indicated that it will
probably construe as a "material relationship" any relationship which tends to
prevent arms length bargaining in dealings with a company, whether arising from
a close business connection or family relationship, a relationship of control or
otherwise. It seems prudent, therefore, to consider that the undersigned would
have such a relationship, for example, with any organization of which the
undersigned is an officer, director, trustee or partner or in which the
undersigned owns, directly or indirectly, ten percent (10%) or more of the
outstanding voting stock, or in which the undersigned has some other substantial
interest, and with any person or organization with whom the undersigned has, or
with whom any relative or spouse (or any other person or organization as to
which the undersigned has any of the foregoing other relationships) has, a
contractual relationship.
If applicable, please describe the material relationship with the Company:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Holder
----------------------------------------
Name:
---------------------------------
Title:
---------------------------------
