AXYS PHARMECUETICALS INC
POS AM, EX-25.1, 2000-07-10
PHARMACEUTICAL PREPARATIONS
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<PAGE>   1
                                                                    EXHIBIT 25.1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

                                    FORM T-1

              Statement of Eligibility and Qualification under the
                  Trust Indenture Act of 1939 of a Corporation
                          Designated to Act as Trustee
                              --------------------

                      U.S. BANK TRUST NATIONAL ASSOCIATION

               (Exact name of trustee as specified in its charter)

       United States                                      94-3160100

 (State of Incorporation)                      (IRS Employer Identification No.)

                        550 South Hope Street, Suite 500
                          Los Angeles, California 90071

              (Address of principal executive offices and zip code)
                              --------------------

                           AXYS PHARMACEUTICALS, INC.
               (Exact name of obligor as specified in its charter)

                                    Delaware
         (State or other jurisdiction of Incorporation or organization)

                                   22-2969941
                        (IRS Employer Identification No.)


                                 180 Kimball Way
                          South San Francisco, CA 94080
              (Address of principal executive offices and Zip code)




                             William J. Newell, Esq.
              Senior Vice President, General Counsel and Secretary
                           AXYS PHARMACEUTICALS, INC.
                                 180 Kimball Way
                          South San Francisco, CA 94080
                                 (650) 829-1000
         (Names, addresses and telephone numbers of agents for service)

                          Debt Securities and Warrants

                       (Title of the indenture securities)


<PAGE>   2
GENERAL
1.   GENERAL INFORMATION Furnish the following information as to the trustee.

     (a) Name and address of each examining or supervising authority to which it
         is subject.

         Comptroller of the Currency
         Washington DC

     (b) Whether it is authorized to exercise corporate trust powers.

         Yes

2.   AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any
     underwriter for the obligor is an affiliate of the trustee, describe each
     such affiliation.

     None

     See Note following Item 16.

     Items 3-15 are not applicable because to the best of the Trustee's
     knowledge the obligor is not in default under any Indenture for which the
     Trustee acts as Trustee.

16.  LIST OF EXHIBITS List below all exhibits filed as a part of this statement
     of eligibility and qualification.

     Exhibit 1 -Articles of Association of U.S. Bank Trust National Association
         dated June 5, 1992. Incorporated herein by reference to Exhibit 1 filed
         with Form T-1 statement, Registration No. 33-50826

     Exhibit 2 -Certificate of the Comptroller of Currency as to authority of
         U.S. Bank Trust National Association to commence the business of
         banking. Incorporated herein by reference to Exhibit 2 filed with Form
         T-1 Statement, Registration No.33-50826

     Exhibit 3 -Authorization of the Comptroller of Currency granting U.S. Bank
         Trust National Association the right to exercise corporate trust
         powers. Incorporated herein by reference to Exhibit 3 filed with Form
         T-1 Statement, Registration No.33-50826

     Exhibit 4 -By-Laws of U.S. Bank Trust National Association, dated June 15,
         1992. Incorporated herein by reference to Exhibit 4 filed with Form T-1
         Statement, Registration No.33-50826

     Exhibit 5 - Not Applicable


     Exhibit 6 -Consent of U.S. Bank Trust National Association required by
         Section 321(b) of the Act. Incorporated herein by reference to Exhibit
         6 filed with Form T-1 Statement, Registration No.33-50826



<PAGE>   3
     Exhibit 7 -Report of Condition of U.S. Bank Trust National Association, as
         of the close of business on March 31, 2000 published pursuant to law or
         the requirements of its supervising or examining authority.

                                      NOTE

The answers to this statement insofar as such answers relate to what persons
have been underwriters for any securities of the obligor within three years
prior to the date of filing this statement, or what persons are owners of 10% or
more of the voting securities of the obligor, or affiliates, are based upon
information furnished to the trustee by the obligor. While the trustee has no
reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
U.S. Bank Trust National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Los Angeles and State of California on the 28th day of June 2000.


                                       U.S. BANK TRUST NATIONAL ASSOCIATION


                                       By: /s/ TAMARA MAWN
                                          --------------------------------------
                                               Tamara Mawn
                                               Vice President


Attest: /s/ GONZALO UREY
       --------------------------
            Gonzalo Urey
            Assistant Vice President



<PAGE>   4
EXHIBIT 6

                                  C O N S E N T
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. Bank Trust National Association, hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:   June 28, 2000
                                      U.S. BANK TRUST NATIONAL ASSOCIATION



                                      By:/s/ TAMARA MAWN
                                         ---------------------------------------
                                             Tamara Mawn
                                             Vice President



<PAGE>   5




                      U.S. BANK TRUST NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                 AS OF 03/31/00

                                    ($000'S)
<TABLE>
<S>                                                                                       <C>
ASSETS:
               Cash and Balances Due From Depository Institutions:                          70,249
               Federal Reserve Stock:                                                        5,464
               Fixed Assets:                                                                   448
               Intangible Assets:                                                           59,730
               Other Assets:                                                                 9,759
                                                                                          --------
                                   TOTAL ASSETS:                                           145,650
                                                                                          --------

LIABILITIES:
               Other Liabilities:                                                            7,410
                                                                                          --------
                                   TOTAL LIABILITIES:                                        7,410
                                                                                          --------

EQUITY:
               Common and Preferred Stock:                                                   1,000
               Surplus:                                                                    126,260
               Undivided Profits and Capital Reserve:                                       10,986
               Net unrealized holding gains (losses) on available-for-sale securities           (6)
                                                                                          --------
                                   TOTAL EQUITY CAPITAL:                                   138,240
                                                                                          --------

               TOTAL LIABILITIES AND EQUITY CAPITAL:                                       145,650
                                                                                          --------


--------------------------------------------------------------------------------------------------
</TABLE>


To the best of the undersigned's determination, as of this date the above
financial information is true and correct.

U.S. Bank Trust National Association


By: /s/        Tamara Mawn
               Vice President



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