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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
DECEMBER 27, 2000
(Date of Report)
(Date of earliest event reported): DECEMBER 27, 2000
TREGA BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-27972 51-0336233
(Commission File Number) (I.R.S. Employer Identification No.)
9880 CAMPUS POINT DRIVE, SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 410-6500
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ITEM 5. OTHER EVENTS.
On December 27, 2000, Trega Biosciences, Inc., a Delaware
corporation ("TREGA"), and Lion bioscience Aktiengesellschaft, a German
corporation ("LION"), entered into an Agreement and Plan of Merger (the
"MERGER AGREEMENT") pertaining to the proposed acquisition of Trega by Lion
through the merger of a wholly owned Lion subsidiary with and into Trega (the
"MERGER").
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The Merger and the transactions and arrangements contemplated by the
Merger Agreement have been approved by the boards of both Trega and Lion. The
Merger is currently expected to close in March or April 2001, subject to
various conditions, including approval of a majority of the stockholders of
Trega and customary closing conditions. There can be no assurance that the
Merger will be completed.
Concurrently with the execution of the Merger Agreement, certain
Trega stockholders holding approximately 19.7% of the currently issued and
outstanding Trega Common Stock also entered (or are expected to enter) into a
Stockholders Agreement with Lion (the "STOCKHOLDERS AGREEMENT") pursuant to
which, among other things, such stockholders agreed to vote all of their
shares of Trega Common Stock to approve the Merger, upon the terms and subject
to the conditions set forth in the Stockholders Agreement.
Copies of the Merger Agreement and the Stockholders Agreement are
filed as exhibits to this Form 8-K and incorporated herein by this reference.
You are urged to read the attached Merger Agreement and Stockholders
Agreement carefully in their entirety.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed herewith:
Number Description
99.1 Press Release dated December 27, 2000
99.2 Agreement and Plan of Merger between Trega and
Lion dated December 27, 2000
99.3 Stockholders Agreement dated December 27, 2000
by and among Lion and the Trega stockholders
named therein
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.
TREGA BIOSCIENCES, INC.
Dated: December 27, 2000
/s/ Michael G. Grey
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Michael G. Grey
Chief Executive Officer
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EXHIBIT INDEX
Number Description
99.1 Press Release dated December 27, 2000
99.2 Agreement and Plan of Merger between Trega and
Lion dated December 27, 2000
99.3 Stockholders Agreement dated December 27, 2000
by and among Lion and the Trega stockholders
named therein
