12
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 (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.
1994 EMPLOYEE STOCK PURCHASE PLAN
1994 STOCK OPTION PLAN
(Full titles of the plans)
John P. McAlister III Copy of Communications to:
President and Chief Craig A. Adoor
Executive Officer Blackwell Sanders Peper Martin LLP
Tripos, Inc. 720 Olive Street
1699 S. Hanley Road St. Louis, Missouri 63101
St. Louis, Missouri 63144
(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 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 180,000 $10.25 $1,845,000 $645.00(3)
1994 Employee
Stock Purchase Plan 200,000 $10.25 $2,050,000 $705.00(3)
Preferred Share Purchase rights
1994 Stock
Option Plan 180,000 (4) (4) (5)
1994 Employee Stock
Purchase Plan 200,000 (4) (4) (5)
$ 1,350.00
(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 6, 1998.
(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, 1997, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") on March 27, 1998;
(2) The Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, filed pursuant to Section 13 of
the Exchange Act on August 5, 1998;
(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 Blackwell
Sanders Peper Martin LLP 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 redemption's.
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 that
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 18, 1998.
TRIPOS, INC.
By /s/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 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
/s/John P. McAlister
John P. McAlister III President, Chief August 18, 1998
Executive Officer
(Principal Executive Officer)
/s/Colleen A. Martin
Colleen A. Martin Vice President, Finance, August 18, 1998
Secretary and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/Ralph S. Lobdell
Ralph S. Lobdell Director August 18, 1998
/s/Gary Meredith
Gary Meredith Director August 18, 1998
/s/Stewart Carrell
Stewart Carrell Director August 18, 1998
/s/Ferid Murad
Ferid Murad Director August 18, 1998
/s/Alfred Alberts
Alfred Alberts Director August 18, 1998
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.
1994 EMPLOYEE STOCK PURCHASE PLAN
1994 STOCK 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, 1998).
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 Blackwell Sanders Peper Martin LLP.
15 Omitted--Inapplicable.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Blackwell Sanders Peper, Martin LLP
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 18, 1998
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 180,000
shares of Common Stock, $.01 per share value, of the Company (the
"Additional 1994 Option Plan Shares") and 180,000 Preferred Share
Purchase Rights accompanying and associated therewith (the "1994
Option Plan Rights"), to be issued under the Tripos, Inc. 1994
Stock Option Plan, as amended (the "1994 Option Plan as
Amended"); and (ii) an additional 200,000 shares of Common Stock,
$.01 per share value, of the Company (the "Additional 1994
Purchase Plan Shares") and 200,000 Preferred Share Purchase
Rights accompanying and associated therewith (the "1994 Purchase
Plan Rights"), to be issued under the Tripos, Inc. 1994 Employee
Stock Purchase Plan, as amended (the "1994 ESP Plan as Amended").
The 1994 Option Plan Rights and 1994 Purchase 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 Option Plan Shares, the Additional 1994
Purchase Plan shares, and the Rights is being filed concurrently
herewith the Securities and Exchange Commission.
As counsel, we have examined (i) the 1994 Option Plan As
Amended; (ii) the 1994 ESP Plan As Amended; (iii) minutes of the
Tripos, Inc. Annual Shareholders Meeting held May 7, 1998, as
certified by the Secretary of the Company; (iv) executed copies
of the Actions of the Board of Directors of the Company by
unanimous written consent, dated as of March 17, 1998, as
certified by the Secretary of the Company; (v) the Rights
Agreement dated as of January 26, 1996, by and between the
Company and Boatmen's Trust Company as Rights Agent; (vi) a copy
of the Company's Amended and Restated Articles of Incorporation,
as certified by the Secretary of the Company; and (vii) 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 Certificate of the
Secretary of the Company dated as of August 18, 1998. 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 Option Plan Shares to be issued as
described in the 1994 Option Plan As Amended are duly and
validly authorized.
2. When the Additional 1994 Option Plan Shares to be
issued pursuant to the 1994 Option Plan As Amended are
issued by the Company in accordance with the provisions of
the 1994 Option Plan As Amended, such Additional 1994 Option
Plan Shares will be duly and validly issued, fully paid and
nonassessable.
3. The Additional 1994 Purchase Plan Shares to be issued
as described in the 1994 ESP Plan As Amended are duly and
validly authorized.
4. When the Additional 1994 Purchase Plan Shares to be
issued pursuant to the 1994 ESP Plan As Amended are issued
by the Company in accordance with the provisions of the 1994
ESP Plan As Amended, such Additional 1994 Purchase Plan
Shares will be duly and validly issued, fully paid and
nonassessable.
5. 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.
BLACKWELL SANDERS PEPER MARTIN LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statements (Form S-8, No. 33-00000) pertaining to the Tripos,
Inc. 1994 Employee Stock Purchase Plan and 1994 Stock Option Plan
of our report dated February 6, 1998, with respect to the
consolidated financial statements and schedule of Tripos, Inc. in
its Annual Report (Form 10-K).
Ernst & Young, LLP
St. Louis, Missouri
August 18, 1998
