<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): March 14, 2000
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 March 14, 2000, LJL BioSystems, Inc. announced it has filed a
registration statement with the Securities and Exchange Commission for a
proposed offering of up to 2.5 million shares of its common stock. Further
details regarding this announcement are contained in the company's news
release dated March 14, 2000 attached as an exhibit hereto and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits:
99.14 LJL BioSystems, Inc. News Release dated March 14,
2000
-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: March 14, 2000 By: /s/ Lev J. Leytes
------------------------
Lev J. Leytes
President and CEO
-3-
<PAGE>
Exhibit 99.14
NEWS RELEASE
LJL BIOSYSTEMS, INC: MEDIA RELATIONS:
LARRY TANNENBAUM SUSANNE FRIESTEDT
CFO & SENIOR VICE PRESIDENT FRIESTEDT INTERNATIONAL
(408) 548-0542 (619) 223-8844
[email protected] [email protected]
LJL BIOSYSTEMS FILES REGISTRATION STATEMENT FOR
COMMON STOCK OFFERING OF 2.5 MILLION SHARES
SUNNYVALE, CA--MARCH 14, 2000--LJL BioSystems, Inc. (NASDAQ: LJLB) today
announced that it has filed a registration statement with the Securities and
Exchange Commission for a proposed offering of up to 2.5 million shares of
its Common Stock, excluding 375,000 shares issuable upon exercise of the
underwriters' overallotment option. All of the shares offered will be sold by
the Company. FleetBoston Robertson Stephens and Chase H&Q, a division of
Chase Securities Inc., will act as co-lead underwriters of the offering with
Dain Rauscher Wessels acting as co-manager.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or
jurisdiction. The offer is made only by the prospectus, a copy of which may
be obtained from FleetBoston Robertson Stephens, 555 California Street, Suite
2600, San Francisco, CA 94104 ((415) 781-9700).
ABOUT LJL BIOSYSTEMS, INC.
LJL BioSystems supplies infrastructure tools to pharmaceutical and biotech
companies engaged in the highly competitive search for new medicines in the
genomics era. LJL's family of proprietary products, marketed as
CRITERION-TM-, consists of instruments and consumables. The Company intends
to establish CRITERION as the gold standard for addressing many of the key
bottlenecks in drug discovery. In August 1999, LJL launched its Genomics
Science Group to further commercialize the Company's technology in SNP
genotyping. Since then, several leading genomics customers have adopted the
LJL HEFP-SNP genotyping platform. LJL's worldwide customers include, among
others, AstraZeneca, Bristol Myers Squibb, Eli Lilly and Company, Johnson and
Johnson, Merck and Co., Tularik, Inc., Millennium Pharmaceuticals, Inc.,
Pharmacia & Upjohn, DuPont Pharmaceuticals Company, Amgen, Inc., Monsanto
Company and SmithKline Beecham. LJL is headquartered in Sunnyvale, California
and has a subsidiary in the United Kingdom. Additional information on LJL and
CRITERION technology can be found at www.ljlbio.com.
FORWARD-LOOKING STATEMENTS
Statements made in this news release, other than statements of historical
fact, are forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act, including statements regarding LJL's "expectations",
"goals", "beliefs", "hopes", "designs", "intentions", "strategies" 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 impact of competitive products and pricing, the timely development and
market acceptance of new products, the ability to raise capital,
concentration of HTS and Ultra-HTS markets, market conditions, the mix
between domestic and international sales, manufacturing and cost of LJL's
<PAGE>
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 Annual Report on
Form 10-K, filed February 16, 2000, and its Registration Statement on Form
S-3 filed on March 14, 2000 (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., contact Larry Tannenbaum, Chief
Financial Officer, at 408-548-0542 or [email protected]. For information
via fax at no cost, dial 800-PRO-INFO (+732-544-2850 outside the U.S.),
ticker symbol: LJLB
2
