SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
___________________________
TRIPOS, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah 43-1454986
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
1699 South Hanley Road
St. Louis, Missouri 63144
(Address of Principal Executive Offices) (Zip Code)
_________________________________
TRIPOS, INC.
1996 DIRECTOR STOCK COMPENSATION PLAN
1994 DIRECTOR OPTION PLAN
(Full titles of the plans)
___________________
John P. McAlister III Copy of Communications to:
President and Stuart Funderburg
Chief Executive Officer Peper, Martin, Jensen,
Tripos, Inc. Maichel, and Hetlage
1699 S. Hanley Road 720 Olive Street
St. Louis, Missouri 63144 St. Louis, Missouri 63101
(Name and address of agent for service)
(314) 647-1099
(Telephone number, including area code,
of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
_____________________________________________________________
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered (1) Maximum Maximum Registration
Offering Aggregate Fee
Price Per Offering
Share (2) Price (2)
Common Stock,
$.01 par value
1996 Director Stock
Compensation Plan 200,000 $8.75 $1,750,000 $603.45
1994 Director Stock
Option Plan 200,000 $8.75 $1,750,000 $603.45
________ $ 1,206.90
(1) This Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the 1996 Director
Stock Compensation Plan and 1994 Director Option Plan by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Company's outstanding
shares of Common Stock.
(2) Estimated solely for the purpose of calculating the amount of
the registration fee, pursuant to Rule 457(h) of the Securities Act
of 1933, as amended, on the basis of the average of the
representative high and low sales prices per share of registrant's
Common Stock, as quoted on the NASDAQ National Market System on July
30, 1996.
_______________________________________________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission (the "Commission") by Tripos, Inc. (the
"Company") are incorporated herein by reference:
(a)(1) The Annual Report of the Company on Form 10-K for
the year ended December 31, 1995, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on March 26, 1996;
(2) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed pursuant to Section 13 of
the Exchange Act on May 9, 1996;
(b) All reports and other documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
(c) The description of the Company's Common Stock, $.01 par
value (the "Common Stock"), contained under the heading
"Description of Capital Stock" in the Company's Registration
Statement on Form 10 (No. 0-23666) filed with the Commission on
March 16, 1994, including any amendment or report filed for the
purpose of updating such description.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Officers and Directors
The Company's Articles of Incorporation (the "Articles")
provide that, to the fullest extent permitted by the Utah Revised
Business Corporation Act (the "Act") or any other applicable law
in effect or as it may be amended, a director of the Company
shall not be personally liable to the Company or its shareholders
for monetary damages for any action taken, or failure to take any
action, as a director. The provision is authorized by Section 16-
10a-841 of the Utah Revised Business Corporation Act and is
designed, among other things, to encourage qualified individuals
to serve as directors of Utah corporations by permitting Utah
corporations to limit or eliminate directors' liability for
monetary damages for breach of the duty of care. The provision
is also consistent with other existing provisions of the Utah
Revised Business Corporation Act permitting indemnification of
officers and directors and other persons. The limitation may
have no effect on claims arising under the federal securities
laws.
Notwithstanding the provisions described above, directors
remain liable for the amount of a financial benefit received by
such director to which he is not entitled, an intentional
infliction of harm on the Company or its shareholders and an
intentional violation of criminal law. The Articles also do not
eliminate director liability under a separate provision of the
Utah Revised Business Corporation Act, which makes directors
personally liable for unlawful payments of dividend or unlawful
stock repurchases or redemptions.
The provisions that eliminate liability as described above
will apply to officers of the Company only if they are directors
of the Company and are acting in their capacity as directors and
will not apply to officers of the Company who are not directors.
The Utah Revised Business Corporation Act contains
provisions permitting and, in some situations, requiring Utah
corporations, to provide indemnification to their officers and
directors for losses and litigation expense incurred in
connection with their service to the corporation in those
capacities. The Company's Articles and Bylaws contain provisions
requiring indemnification by the Company of its directors and
officers to the fullest extent that is permitted by law.
Indemnification includes advancement of reasonable expenses in
certain circumstances.
The Utah Revised Business Corporation act permits
indemnification of a director of a Utah corporation, in the case
of a third party action, if the director: (i) conducted himself
in good faith; (ii) reasonably believed that his conduct was in,
or not opposed to, the corporation's best interest, and (iii) in
the case of any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful. The Act further provides
for mandatory indemnification of directors and officers who are
successful on the merits or otherwise in the defense of any
proceeding, or in the defense of any claim, issue or matter in
the proceeding, to which he was a party because he is or was a
director of the Company, against reasonable expenses incurred by
him in connection with such proceeding or claim. The Utah
statute limits the indemnification that a corporation may provide
to its directors in a derivative action in which the director is
held liable to the corporation, or in any proceeding in which the
director is held liable on the basis of his improper receipt of a
personal benefit.
In addition, the Utah Revised Business Corporation Act and
the Company's Bylaws authorize the Company to purchase insurance
for its directors and officers insuring them against certain
risks as to which the Company may be unable lawfully to indemnify
them. The Company maintains insurance coverage for its officers
and directors as well as insurance coverage to reimburse the Company for
potential costs of its corporate indemnification of officers and directors.
The Company has entered into agreements with its directors
providing contractually for indemnification consistent with its
Articles and Bylaws.
The Company also has entered into indemnification agreements
with its officers and directors containing provisions that the
Company believes are consistent with the specific indemnification
provisions contained in the Utah Revised Business Corporation
Act. The indemnification agreements require the Company to
indemnify such officers and directors against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement
that may arise by reason of their status or service as directors
or officers (other than liabilities arising from willful
misconduct of a culpable nature) and to advance expenses incurred
as a result of any proceeding against them as to which they could
be indemnified.
Item 7. Exemption from Registration
Not Applicable.
Item 8. Exhibits
See Exhibit Index located at Page 9 hereof.
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to the
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement; provided, however, that
paragraphs (1)(i)and (1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8, or Form F-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the 1934 Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that is has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the County of St. Louis, State of Missouri, on August 2, 1996
TRIPOS, INC.
By John P. McAlister III
John P. McAlister III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities on the date indicated.
Know all men by these presents, that each person whose signature
appears below constitutes and appoints John P. McAlister, III and
Colleen A. McDonnell, and each of them (with full power to each
of them to act alone), his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for
him and in his name, place, and stead, in any and all capacities,
to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
Name and Signature Title
Date
John P. McAlister III
John P. McAlister III President, Chief Executive
August 2, 1996 Officer, and Director
(Principal Executive Officer)
Colleen A. McDonnell
Colleen A. McDonnell Vice President, Finance,
August 2, 1996 Secretary and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Ralph S. Lobdell
Ralph S. Lobdell Director
August 2, 1996
Gary Meredith
Gary Meredith Director
August 2, 1996
Stewart Carrell
Stewart Carrell Director
August 2, 1996
Robert Pearlman
Robert Pearlman Director
August 2, 1996
File No. 033-79610
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
EXHIBITS TO
FORM S-8
UNDER THE
SECURITIES ACT OF 1933
______________________
TRIPOS, INC.
(Exact Name of Issuer as Specified in Charter)
TRIPOS, INC.
1994 DIRECTOR OPTION PLAN
1996 DIRECTOR STOCK COMPENSATION PLAN
(Full titles of Plans)
____________________________________________________________
INDEX TO EXHIBITS
Exhibit
Number*
4 Reference is made to Article Three of the
Company's Amended and Restated Articles of
Incorporation (incorporated by reference to
Exhibit 3.3 of the Company's Annual Report on Form
10-K filed with the Securities and Exchange
Commission March 26, 1996).
5 Opinion of Peper, Martin, Jensen, Maichel and
Hetlage.
10.1 First Amendment to the Tripos, Inc. 1994 Director
Option Plan
10.2 Tripos, Inc. 1996 Director Stock
Compensation Plan, previously filed as
Exhibit 10.29 to the Company's Form 10-K dated March
26, 1996 and incorporated herein by reference
15 Omitted--Inapplicable.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Peper, Martin, Jensen, Maichel and
Hetlage contained in Exhibit 5.
24 Power of Attorney contained on Page 7 hereof.
25 Omitted--Inapplicable.
27 Omitted--Inapplicable.
28 Omitted--Inapplicable.
99 Omitted--Inapplicable.
*Numbers correspond to document numbers in Exhibit Table of Item
601 of Regulation S-K.
Exhibit 5
August 2, 1996
Tripos, Inc.
1699 South Hanley Road
St. Louis, Missouri 63144
RE: Tripos, Inc. 1996 Director Stock Compensation Plan
and 1994 Director Option Plan, as amended
We are counsel for Tripos, Inc., a Utah corporation (the
"Company"), in connection with the registration under the
Securities Act of 1933, as amended, of (i) 200,000 shares of
Common Stock, $.01 per share par value, of the Company (the "1996
Plan Shares"), to be issued under the Tripos, Inc. 1996 Director
Stock Compensation Plan (the "1996 Plan"); and (ii) an additional
200,000 shares of Common Stock, $.01 per share par value, of the
Company (the "Additional 1994 Plan Shares"), to be issued under
the Tripos, Inc. 1994 Director Option Plan, as amended by that
certain First Amendment adopted by the Company's Board of
Directors on March 15, 1996 and by the Company's shareholders on
May 10, 1996 (the "1994 Plan As Amended"). A Registration
Statement on Form S-8 (the "Registration Statement") with respect
to the 1996 Plan Shares and the Additional 1994 Plan Shares is
being filed concurrently herewith with the Securities and
Exchange Commission.
As counsel, we have examined (i) the 1996 Plan; (ii) the
1994 Plan As Amended; (iii) executed copies of the Actions of the
Board of Directors of the Company by unanimous written consent,
dated as of March 15, 1996, as certified by the Secretary of the
Company; (iv) minutes of a meeting of the Company's Board of
Directors held May 9, 1994, as certified by the Secretary of the
Company; (v) minutes of the Tripos, Inc. Annual Shareholders
Meeting held May 10, 1996, as certified by the Secretary of the
Company; and (vi) minutes of a meeting of the Company's Sole
Shareholder held May 19, 1994, as certified by the Secretary of
the Company. We have relied, as to these and other factual
matters which affect our opinion, on the Certificate of the
Secretary of the Company dated as of June 28, 1996. We have
assumed the genuineness of all signatures, the authenticity of
all items submitted to us as originals and the conformity with
originals of all items submitted to us as copies.
Based upon the foregoing, we are of the opinion that:
1. The 1996 Plan Shares to be issued as described in the
1996 Plan are duly and validly authorized.
2. The Additional 1994 Plan Shares to be issued as
described in the 1994 Plan As Amended are duly and validly
authorized.
3. When the 1996 Plan Shares to be issued pursuant to the
1996 Plan are issued by the Company in accordance with the
provisions of the 1996 Plan, such 1996 Plan Shares will be duly
and validly issued, fully paid and nonassessable.
4. When the Additional 1994 Plan Shares to be issued
pursuant to the 1994 Plan As Amended are issued by the Company in
accordance with the provisions of the 1994 Plan As Amended, such
Additional 1994 Plan Shares will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 of
the above-mentioned Registration Statement.
PEPER, MARTIN, JENSEN, MAICHEL and HETLAGE
Exhibit 10.1
FIRST AMENDMENT
TRIPOS, INC.
1994 DIRECTOR OPTION PLAN
Tripos, Inc. established the 1994 Director Option Plan
("Plan") in 1994. Tripos, Inc. now wishes to amend the Plan to
increase the number of shares that may be issued under the Plan
and to add a new provision to the Plan to accelerate vesting in
the event of a change in control of Tripos, Inc.
NOW, THEREFORE, the Plan is hereby amended as follows,
subject to approval of the stockholders of Tripos, Inc.:
(1) Section 3 is hereby amended to increase the maximum
aggregate number of Shares which may be optioned and sold under
the Plan from one hundred thousand (100,000) Shares of Common
Stock to three hundred thousand (300,000) Shares of Common Stock.
(2) Sections 10(b) and 10(c) are hereby deleted in their
entirety and a new Section 10(b) is hereby added in its entirety
as follows:
(b) Change in Control. If a Change in
Control occurs while unexercised Options remain
outstanding under the Plan, then, notwithstanding
Section 4 of the Plan, from and after the date of
such event, all Options outstanding on such date
shall be exercisable in full. "Change in Control"
shall mean the occurrence of any of the following
events: (i) a merger, consolidation or
reorganization of the Company in which the Company
does not survive as an independent entity; (ii) a
sale of all or substantially all of the assets of
the Company; (iii) the stockholders of the Company
approve a plan of complete liquidation or
dissolution of the Company; (iv) the first
purchase of shares of Common Stock of the Company
pursuant to a tender or exchange offer for more
than 20% of the Company's outstanding shares of
Common Stock; or (v) any change in control of a
nature that, in the opinion of the Board of
Directors, would be required to be reported under
the federal securities laws; provided that such a
change in control shall be deemed to have occurred
if (1) any person is or becomes the beneficial
owner, directly or indirectly, of securities of
the Company representing 40% or more of the
combined voting power of the Company's then
outstanding securities; or (2) during any period
of two consecutive years, individuals who at the
beginning of such period constitute the Board of
Directors of the Company cease for any reason to
constitute a majority thereof unless the election
of any director, who was not a director at the
beginning of the period, was approved by a vote of
at least 70% of the directors then still in office
who were directors at the beginning of the period.
Tripos, Inc. hereby adopts the foregoing amendment this
15th day of March, 1996.
TRIPOS, INC.
By: Colleen A. McDonnell
Title: Vice President-Finance
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1996 Director Stock
Compensation Plan and the 1994 Director Option Plan of Tripos,
Inc. of our report dated February 9, 1996, with respect to the
consolidated financial statements of Tripos, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the related financial statement schedule
included therein, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
St. Louis, Missouri
August 1, 1996
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1996 Director Stock
Compensation Plan and the 1994 Director Option Plan of Tripos,
Inc. of our report dated February 3, 1994, with respect to the
statements of operations, shareholders' equity, and cash flows of
Tripos, Inc. for the year ended December 31, 1993, and the
related schedule, which report appears in the December 31, 1995
Annual Report on Form 10-K of Tripos, Inc.
KPMG Peat Marwick LLP
Salt Lake City, Utah
August 1, 1996
