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 or 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 STOCK OPTION PLAN
1994 DIRECTOR OPTION PLAN
(Full titles of the plans)
John P. McAlister III Copy of Communications to:
President and Chief Stuart Funderburg
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 and associated preferred share purchase rights
1994 Stock
Option Plan 396,000 $14.25 $5,643,000 $1,810.00 (3)
Preferred Share Purchase rights
1996 Director Stock
Compensation Plan 200,000 (4) (4) (5)
1994 Director Stock
Option Plan 200,000 (4) (4) (5)
$1,810.00
(1) This Registration Statement shall also cover any
additional shares of Common Stock and associated preferred share
purchase rights which become issuable 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 (the "Securities Act")
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 August 4, 1997.
(3) Includes a minimum registration fee of $100 for the
Preferred Share Purchase Rights.
(4) No offering price is presently calculable with respect
to the Preferred Share Purchase Rights.
(5) No registration fee for the Preferred Share Purchase
Rights can be calculated under Rule 457 of Regulation C promulgated
under the Securities Act. Accordingly, pursuant to Section 6(b) of
the Securities Act, the minimum registration fee is being paid
to register the Preferred Share Purchase Rights.
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, 1996, filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") on March 25, 1997;
(2) The Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, filed pursuant to
Section 13 of the Exchange Act on May 14, 1997;
(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.
(d) The description of the Company's Preferred
Share Purchase Rights, as contained in the Registration
Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act on March 15, 1996.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
As of the date hereof, members of the law firm of
Peper, Martin, Jensen, Maichel and Hetlage beneficially own, in the
aggregate, 3,000 shares of Common stock of the Company.
Item 6. Indemnification of Directors and Officers
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 or officer 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 or officer. 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 and officers of Utah
corporations by permitting Utah corporations to limit or
eliminate directors' and officers' 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 directors and officers and other persons. The limitation
may have no effect on claims arising under the federal
securities laws.
Notwithstanding the provisions described above,
directors and officers remain liable for the amount of a financial benefit
received by such director or officer 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 directors and officers
liability under a separate provision of the Utah Revised
Business Corporation Act, which makes directors and officers
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 directors and officers 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 or officer of a Utah
corporation, in the case of a third party action, if the
director or officer: (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 or officer 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
and officers in a derivative action in which the director or officer is held
liable to the corporation, or in any proceeding in which the director
or officer 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 directors and officers
as well as insurance coverage to reimburse the Company for potential
costs of its corporate indemnification of directors and officers. The
Company has entered into agreements with its directors and officers
providing contractually for indemnification consistent with its
Articles and Bylaws.
The Company also has entered into indemnification
agreements with its directors and officers 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 directors
and officers 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 8, 1997
TRIPOS, INC.
By: John P.McAlister, III /s
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 Ralph S. Lobdell, John P. McAlister, III and Colleen A. Martin,
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 /s
John P. McAlister III President, Chief Executive August 8, 1997
Officer, and Officer
(Principal Executive Officer)
Colleen A. Martin /s
Colleen A. Martin Vice President, Finance, August 8, 1997
Secretary and Chief Financial
Officer
(Principal Financial and
Accounting Officer)
Ralph S. Lobdell /s
Ralph S. Lobdell Director August 8, 1997
Gary Meredith /s
Gary Meredith Director August 8, 1997
Stewart Carrell /s
Stewart Carrell Director August 8, 1997
Ferid Murad /s
Ferid Murad Director August 8, 1997
Alfred Alberts /s
Alfred Alberts Director August 8, 1997
File No. 33-_____
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.
1996 DIRECTOR STOCK COMPENSATION PLAN
1994 STOCK OPTION PLAN
1994 DIRECTOR OPTION PLAN
(Full titles of Plans)
INDEX TO EXHIBITS
Exhibit
Number*
4 (i) 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 25, 1997).
4 (ii) Rights agreement, dated as of January 26, 1996, between
Tripos Inc, a Utah corporation, and Boatmen's Trust
Company, as Rights Agent, which includes, as Exhibit B
thereto, the form of Rights Certificate and as Exhibit C
thereto, the summary of Rights to Purchase Preferred
Shares (incorporated by reference to Exhibit 4 (i) to
Registrant's From 8-K dated March 15, 1996).
5 Opinion of Peper, Martin, Jensen, Maichel and Hetlage.
15 Omitted--Inapplicable.
23.1 Consent of Ernst & Young LLP.
23.2 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 8, 1997
Tripos, Inc.
1699 South Hanley Road
St. Louis, Missouri 63144
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) an additional
396,000 shares of Common Stock, $.01 per share par value, of
the Company (the "Additional 1994 Plan Shares") and 396,000
Preferred Share Purchase Rights accompanying and associated
therewith (the "1994 Stock Plan Rights"), to be issued under
the Tripos, Inc. 1994 Stock Option Plan, as amended (the
"1994 Plan As Amended"); (ii) 200,000 Preferred Share
Purchase Rights accompanying and associated with 200,000
shares of Common Stock, $.01 per share par value, of the
Company, to be issued under the 1996 Director Stock
Compensation Plan (the "1996 Director Plan Rights"); and
(iii) 200,000 Preferred Share Purchase Rights accompanying
and associated with 200,000 shares of Common Stock, $.01 per
share par value, of the Company, to be issued under the 1994
Director Stock Option Plan (the "1994 Director Plan
Rights"). The 1994 Stock Plan Rights, 1996 Director Plan
Rights and 1994 Director Plan Rights are collectively
referred to as the "Rights". A Registration Statement on
Form S-8 (the "Registration Statement") with respect to the
Additional 1994 Plan Shares and the Rights is being filed
concurrently herewith with the Securities and Exchange
Commission.
As counsel, we have examined (i) the 1994 Plan As
Amended; (ii) minutes of the Tripos, Inc. Annual
Shareholders Meeting held May 9, 1997, as certified by the
Secretary of the Company; (iii) executed copies of the
Actions of the Board of Directors of the Company by
unanimous written consent, dated as of March 17, 1997, as
certified by the Secretary of the Company; (iv) minutes of
the Tripos, Inc. Annual Shareholders Meeting held May 10,
1996, as certified by the Secretary of the Company; (v)
executed copies of the actions of the Board of Directors of
the Company by unanimous written consent, dated as of May 9,
1996, as certified by the Secretary of the Company; (vi)
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;
(vii) minutes of a meeting of the Company's Board of
Directors held January 26, 1996, as certified by the
Secretary of the Company; (viii) minutes of a meeting of the
Company's Sole Shareholder held May 19, 1994, as certified
by the Secretary of the Company; (ix) minutes of a meeting
of the Company's Board of Directors held May 9, 1994, as
certified by the Secretary of the Company; (x) the Rights
Agreement dated as of January 26, 1996, by and between the
Company and Boatmen's Trust Company as Rights Agent; (xi) a
copy of the Company's Amended and Restated Articles of
Incorporation certified by the Utah Division of Corporations
and Commercial Code; and (xii) a copy of the Company's
Amended and Restated Bylaws, 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 August 8, 1997.
We have assumed the genuineness of all signatures, the
authenticity of all items submitted to us as originals, the
conformity with originals of all items submitted to us as
copies and the authenticity of the originals of such latter
documents.
Based upon the foregoing, we are of the opinion that:
1. The Additional 1994 Plan Shares to be issued as
described in the 1994 Plan As Amended are duly and validly
authorized.
2. 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.
3. The Rights are duly and validly authorized.
With respect to the opinions set forth herein, we note
that we are not licensed attorneys in the state of Utah and
our opinions with respect to the laws of the state of Utah
are based solely on our review of the Utah Revised Business
Corporation Act.
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 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, the 1994 Stock Option
Plan, and the 1994 Director Option Plan of Tripos, Inc. of
our report dated January 31, 1997, 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, 1996 and the related
financial statement schedule included therein, filed with
the Securities and Exchange Commission.
Ernst & Young, LLP /s
St. Louis, Missouri
August 5, 1997
