As filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 Number)
1699 S. Hanley Road
St. Louis, Missouri 63144
(314) 647-1099
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
John P. McAlister III
President and Chief Executive Officer
Tripos, Inc.
1699 S. Hanley Road
St. Louis, Missouri 63144
(314) 647-1099
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Henry D. Kahn, Esquire
Hogan & Hartson L.L.P.
111 South Calvert Street, 16th Floor
Baltimore, Maryland 21202
(410) 659-2700
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than the securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Shares Amount Proposed Proposed Amount of
to be registered to be maximum maximum Registration
registered offering aggregate Fee
price offering
per unit (1) price (1)
Common Stock $.01 409,091 $2,376
par value shares
(1) We estimated this amount only to calculate the
registration fee required by Section 6(b) of the Securities Act
and computed pursuant to Rule 457(c) under the Securities Act.
We based this amount on the average of the high and low sale
prices of our common stock on May 2, 2000 as reported on the
Nasdaq National Market.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the SEC is effective. This is not an offer
to sell these securities and it is not soliciting an offer to buy
these securities in any State where the offer or sale is not
permitted.
PROSPECTUS Subject to Completion,
dated May 5, 2000
TRIPOS, INC.
409,091 Shares of Common Stock
We have prepared this prospectus to allow the selling
stockholder to sell up to 409,091 shares of our common stock. We
will not receive any of the proceeds from the sale of common
stock by the selling stockholder.
Our common stock is traded on the Nasdaq National Market
under the symbol "TRPS." On May 2, 2000, the last reported sale
price of our common stock on Nasdaq was $16.50 per share.
Investing in our common stock involves a high degree of risk.
See "Risk Factors" beginning on page 3.
Neither the SEC nor any state securities commission has approved
or disapproved our securities or determined that this prospectus
is truthful or complete. It's illegal for anyone to tell you otherwise.
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the SEC is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or
sale is not permitted.
The date of this prospectus is May 5, 2000.
SUMMARY
We are a leading provider of discovery software, software
consulting, and discovery research services to the
pharmaceutical, biotechnology, agrochemical, and other life
sciences industries. We combine information technology and
scientific research to optimize and accelerate molecular research
for the discovery of new products. Our "chemically intelligent"
discovery software tools are able to manage, analyze and share
biological and chemical information. Our software consulting
services organize data in a manner conducive to discovery
research. Our discovery research services leverage our
cheminformatics expertise to identify, refine, and optimize
compounds. We have made substantial investments in state-of-the-
art chemistry in the form of screening libraries, follow-up
target-focused libraries and medicinal chemistry. These chemical
compounds are manufactured and shipped by Tripos Receptor
Research in Bude, England. Having our own research facilities
allows us to sell broadly as well as specially designed libraries
for biological screening and testing. In addition, our research
facilities enable us to combine our strengths in molecular
design, combinatorial chemistry, and data capture with the
pioneering expertise of complementary organizations. These
collaborative efforts are structured to deliver long-term revenue
and profits based on successful research that leads to new broad-
based products.
We are a Utah corporation with principal executive offices
at 1699 S. Hanley Road, St. Louis, Missouri 63144. Our telephone
number is (314) 647-1099.
Page 2
RISK FACTORS
Investing in our common stock involves a high degree of risk.
You should carefully consider the risks and uncertainties
described below before you purchase any of our common stock.
While we have described all risks and uncertainties that we
believe are material to our business, other risks and
uncertainties that affect our business operations may arise or
become material in the future.
If we cannot address the following risks and uncertainties
effectively, our business, financial condition or results of
operations could be materially and adversely affected. In this
event, the trading price of our common stock could decline and
you could lose all or part of your investment.
This prospectus also contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ
materially from those anticipated in the forward-looking
statements as a result of several factors, including the risks
and uncertainties described below and elsewhere in this prospectus.
Our growth strategy requires that we expand our services and
sales activities.
New technologies in high throughput chemistry, high throughput
screening, and genomics have provided research scientists vastly
more information than was previously available. Tripos seeks to
offer the industry a solution to its information management
problems by providing direct integration of sophisticated
information technology with the experimental sciences in the form
of chemical laboratories that produce faster, more cost-effective
new product discovery. This new service offering leverages
Tripos' expertise in chemical compound library design technology
while addressing the life sciences industry's growing need for
integration.
Integration of these advances into the research process is
rapidly developing but has not yet garnered widespread commercial
acceptance. Our ability to succeed is dependent upon achieving
market acceptance of our integrative methods of discovery
research, including our novel reaction design, advanced solution
and solid phase chemistry capabilities, as well as acceptance of
our pricing schemes. Our pricing for discovery research ranges
from simple fee-for-service to collaborative research in which we
maintain an ownership position in future products that we help to
develop. There can be no assurance that the market will accept
our contract research approach or pricing, or that competitors
will not offer other approaches to information technology or
discovery research which gain greater technological acceptance
at more competitive prices.
Our strategy of direct integration of products and services also
applies to our approach to sales and marketing. This integrated
approach requires Tripos' sales force to broaden their existing
knowledge base in selling discovery software to include selling
our consulting services and discovery research services. While
we believe this approach is appropriate and necessary to
implement our business model, there can be no assurance that it
will be successful.
Our revenue and operating results have varied from quarter to
quarter and are likely to continue to vary significantly from
quarter to quarter in the future. This has caused and may cause
fluctuations in our common stock price.
Historically, Tripos' quarterly revenue and operating results
have fluctuated and can be expected to continue to fluctuate.
Quarterly operating results can fluctuate as a result of a number
of factors, including the timing of customers' budget processes,
the capital expenditure budgets of customers, the success of our
sales efforts, lengthy sales cycles, the ability to influence
customers and prospective customers to make decisions to
outsource portions of their discovery process, the ability to
produce compound libraries in a timely manner, market acceptance
of new products and enhanced versions of existing products, the
timing of new product introductions by Tripos and its
competitors, changes in pricing policies by Tripos and its
competitors, consolidation in customer base, changes in general
economic and competitive conditions and fluctuations in foreign
currency exchange rates, the mix of services provided, seasonal
slowdowns, and the timing and integration of acquisitions.
Tripos historically has experienced stronger financial
performance in the third and fourth quarters of each fiscal year
followed by a comparative decline in the first and second
quarters. We believe this
Page 3
variation is attributable to the sales cycle on our products and
services, and the fiscal year-end budgeting cycles of our
customers, in which product procurement and other funds are more
likely to be available for the purchase of our products and
services. A substantial portion of revenues for each quarter is
attributable to a limited number of orders and tends to be
realized toward the end of each quarter. Thus, even short delays
or deferrals of sales near the end of a quarter can cause
quarterly results to fluctuate substantially. We, therefore,
believe that quarterly comparison of our financial results is not
necessarily meaningful and should not be relied upon as an
indication of annual or future performance.
We increasingly depend on collaborative arrangements.
Our commercial success depends on our ability to enter into joint
venture or other collaborative arrangements with third parties.
To date, we have entered into numerous such arrangements with
large pharmaceutical companies and emerging biotechnology
companies. There can be no assurance that we will be able to
continue to establish these collaborations, that any such
collaborations will be on favorable terms, or that current or
future collaborations will ultimately be successful.
We may require additional capital in the near future to fund our
operations and finance our growth, and we may not be able to
obtain it on terms acceptable to us or at all.
Our capital requirements depend on numerous factors, including
entering into additional collaborative arrangements, competing
technological and market developments, changes in our existing
collaborative relationships, the purchase of additional capital
equipment and the acquisitions of any complementary businesses.
We may need to raise additional capital in the near future
through additional public or private equity financings, as well
as collaborative arrangements, borrowings and other available
sources. There can be no assurance that additional funding, if
necessary, will be available on favorable terms, if at all.
If adequate funds are not available, we may be required to
curtail operations significantly or to obtain funds by entering
into arrangements with collaborative partners or others that may
require us to relinquish rights to certain of our products and
technologies. If we raise additional funds through the issuance
of equity securities, the percentage ownership of our
stockholders will be reduced, stockholders may experience
dilution or the equity securities may provide for rights,
preferences or privileges senior to those of the holders of our
common stock. If we raise additional funds through the issuance
of debt securities, the debt securities would have rights,
preferences and privileges senior to holders of common stock and
the terms of that debt could impose restrictions on our
operations.
Our success depends on the continued outsourcing of chemical
research and development projects by the pharmaceutical and
biotechnology industries, and the discontinuation or reduction of
such outsourcing could have an adverse impact on our revenues.
We have benefited to date from the increasing trend among
pharmaceutical and biotechnology companies to outsource chemical
research and development projects. A reversal or slowing down of
this trend could have a material adverse effect on our business,
financial condition and results of operations. Tripos' contract
revenues are highly dependent on research and development
expenditures by the pharmaceutical and biotechnology industries.
Our operations could be materially adversely affected by general
economic downturns in these industries, the impact of the current
trend toward consolidation in the pharmaceutical industry or any
decrease in research and development expenditures.
We face the pressures of an extremely competitive market, and our
business would suffer if we are unable to effectively compete.
Tripos faces competition in a number of areas, including relative
expertise and sophistication, speed and costs of identifying and
optimizing potential lead compounds, and developing and
optimizing chemical processes. Tripos competes with the research
departments of pharmaceutical companies, biotechnology companies,
combinatorial chemistry companies, contract research companies
and research and academic institutions. These competitors may
have greater financial and other resources and more experience than
Page 4
Tripos in certain research and development methods. Smaller
companies may also prove to be significant competitors,
particularly through arrangements with large corporate collaborators.
Historically, life sciences companies have maintained close
control over their research and development activities, including
the synthesis, screening and optimization of chemical compounds
and the development of chemical processes. Many of these
companies, which represent a significant potential market for our
products and services, already possess in-house technologies and
services offered by Tripos either independently or through
collaborative effort. Academic institutions, governmental
agencies and other research organizations also conduct research
and development in these areas.
Tripos anticipates increased competition in the future as new
companies enter the market and advanced technologies become
available. Technological advances or novel approaches developed
by one or more competitors may render Tripos' services and
expertise obsolete or uneconomical. Existing approaches of our
competitors or new approaches or technologies developed by
competitors may be more effective than those developed by Tripos.
There can be no assurance that competitors will not develop more
effective or more affordable technologies or services, that we
will be able to compete successfully with existing or potential
competitors or that competitive factors will not have a material
adverse effect on our business, financial condition or results of
operations.
We may not be able to successfully sustain our growth if we are
unable to continue to attract and retain highly skilled personnel.
Tripos competes with the research departments of pharmaceutical
companies, biotechnology companies, combinatorial chemistry
companies, contract research companies and research and academic
institutions for new scientific personnel. We compete with
consulting companies for experienced computer programmers to
carry out our software consulting services. While to date we
have been able to hire scientists with the skills and experience
in chemistry and computer programmers with the skills and
experience in JAVA and Corba necessary to perform the services
offered by Tripos, we cannot assure that we will continue to be
successful in attracting and retaining qualified personnel should
the worldwide demand for these skilled individuals increase.
Failure to attract and retain qualified scientific and
programming personnel could have a material adverse effect on
Tripos' business, financial condition and results of operations.
Our failure to protect and enforce our rights in our intellectual
property may adversely affect our ability to compete.
Tripos' success will depend, in part, on our ability to obtain
and enforce patents, protect trade secrets and copyrights,
enforce restrictive licenses granted to third parties, obtain
licenses to technology owned by third parties when necessary or
developed in collaboration with us, and conduct our business
without infringing the proprietary rights of others. There can
be no assurance that, despite our precautionary measures, a third
party will not gain unauthorized access to our products or
technology, or develop similar technology independently. In
addition, effective copyright and trade secret protection may be
unavailable in certain foreign countries where we do business.
If a third party files one or more patent applications for
inventions which conflict with those of Tripos, we may have to
participate in interference proceedings declared by the United
States Patent and Trademark Office ("PTO") to determine priority
of invention. This could result in the loss of any opportunity
to secure patent protection for the inventions and the loss of
any right to use the inventions. Even if the eventual outcome is
favorable to Tripos, such proceedings could result in substantial
cost to us. The filing and prosecution of patent applications,
litigation to establish the validity and scope of patents,
assertion of patent infringement claims against others and the
defense of patent infringement claims by others can be expensive
and time consuming. There can be no assurance that if any claims
to Tripos' patents, if issued, are challenged by one or more
third parties, that any court or patent authority ruling on such
challenge will determine that the patent claims are valid and
enforceable. An adverse outcome in such litigation could cause
Tripos to lose exclusivity afforded by the disputed rights.
If a third party is found to have rights covering products or
processes used by Tripos, we could be forced to cease using the
technologies covered by such rights, subject to significant
liability to such third party, and required to license
technologies from such third party. Furthermore, even if Tripos'
technologies are
Page 5
determined to be valid, enforceable, and broad in scope, there
can be no assurance that competitors will not be able to design
around such technologies and compete with Tripos and our
licensees using the resulting alternative technology.
The loss of key personnel could harm our business.
Tripos' future success depends to a significant degree upon the
continued service of key technical and senior management
personnel, in particular, its President and Chief Executive
Officer, Dr. John P. McAlister, as well as key technical
personnel on the software and laboratory side. None of our key
personnel is bound by an employment agreement or covered by an
insurance policy where Tripos is the beneficiary. The loss of one
or more key members could have a material adverse effect on the
Company's business, financial condition and results of operations.
Health care reform could reduce the prices pharmaceutical
industries can charge for drugs they sell which, in turn, could
reduce the amounts they have available to retain our services.
Tripos expects that a substantial portion of its revenues in the
foreseeable future will be derived from services provided to the
pharmaceutical and biotechnology industries. Accordingly, our
future success is directly dependent upon the success of the
companies within those industries and their continued demand for
our products and services. The levels of revenues and
profitability of pharmaceutical and biotechnology companies may
be affected by the continuing efforts of governmental and third
party payors to contain or reduce the costs of health care
through various means and the initiatives of third party payors
on the availability of reimbursement. What legislative proposals
may be adopted or what actions federal, state or private third
party payors for health care goods and services may take in
response to any health care reform proposals or legislation is
uncertain. If the proposals or reforms have a material adverse
effect on the businesses, financial condition, and results of
operations of pharmaceutical and biotechnology companies that are
actual or prospective customers, Tripos' business, financial
condition and results of operations could be materially and
adversely affected.
Page 6
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by
reference, contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Any statements about our expectations, beliefs,
plans, objectives, assumptions or future events or performance
are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of
words or phrases like "anticipate," estimate," "plans,"
"projects," "continuing," "ongoing," "expects," "management
believes," "we believe," "we intend," and similar words or
phrases. These statements involve estimates, assumptions and
uncertainties which could cause actual results to differ
materially from those expressed in them. Any forward-looking
statements are qualified in their entirety by reference to the
factors discussed in this prospectus or incorporated by reference.
Because the factors discussed in this prospectus or incorporated
by reference could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements
made by us or on behalf of us, you should not place undue
reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which it
is made, and we undertake no obligation to update any forward-
looking statement or statements to reflect events or
circumstances after the date on which such statement is made or
to reflect the occurrence of unanticipated events. New factors
emerge from time to time, and it is not possible for us to
predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.
Page 7
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock.
SELLING STOCKHOLDER
The selling stockholder is LION Biosciences AG, a leading
genomics and information technology company. On February 4,
2000, we entered into a collaboration agreement, a stock purchase
agreement and an investor's rights agreement with LION. These
agreements evidence the strategic alliance between Tripos and
LION to jointly develop a unified platform for information
management in the life sciences, combining bioinformatics,
cheminformatics, and data analysis. Under the stock purchase
agreement, LION purchased 409,091 shares of 5% Series B
Convertible Preferred Stock for a purchase price of $22 per
share, or $9 million in the aggregate. Under the investor's
rights agreement, we agreed, among other things, to file a
registration statement covering the common stock issuable or
issued upon conversion of LION's Series B Convertible Preferred
Stock. In addition, pursuant to our agreement with LION, we
amended our Articles of Incorporation and Bylaws to provide for
the election of a representative of the Series B Convertible
Preferred Stockholders to our board of directors.
Registration of the shares will permit the selling
stockholder and its pledgees, donees, transferees or other
successors-in-interest that receive their shares from the selling
stockholder as a gift, partnership distribution or another non-
sale related transfer after the date of this prospectus to resell
the shares when they deem appropriate.
The following table sets forth, as of May 5, 2000: (i) the
name and address of the selling stockholder; (ii) the number and
percentage of total outstanding shares of Tripos common stock the
selling stockholder beneficially owned before this offering;
(iii) the number of shares of common stock the selling
stockholder is offering; and (iv) the number and percentage of
total outstanding shares of Tripos common stock that the selling
stockholder will own after the selling stockholder sells all of
the shares in this offering. We do not know how long the selling
stockholder will hold the shares before selling them and we
currently have no agreements, arrangements or understandings with
the selling stockholder regarding the sale of any of the shares.
The shares offered by this prospectus may be offered from time to
time by the selling stockholder.
Name and Address of Shares Shares Shares
Selling Stockholder Beneficially to be Beneficially
Owned Before Sold in Owned
Offering this After Offering
Offering
Number Percent Number Percent
LION Biosciences AG 409,091 10.5% None 409,091 10.5%
IM Neuenheimer Feld 515-517
69120 Heidelberg
Germany
PLAN OF DISTRIBUTION
The selling stockholder may sell the common stock from time
to time. The selling stockholder will act independently of us in
making decisions regarding the timing, manner and size of each
sale. The selling stockholder may make these sales on one or
more exchanges, in the over-the-counter market or otherwise, at
prices and terms that are then-prevailing or at prices related to
the then-current market price, or in privately negotiated
transactions. The selling stockholder may use one or more of the
following methods to sell the common stock:
Page 8
a block trade in which the selling stockholder's broker
or dealer will attempt to sell the shares as agent, but
may position and resell all or a portion of the block
as a principal to facilitate the transaction;
a broker or dealer may purchase the common stock as a
principal and then resell the common stock for its own
account pursuant to this prospectus;
an exchange distribution in accordance with the rules
of the applicable exchange; and
ordinary brokerage transactions and transactions in
which the broker solicits purchasers.
To the extent required, this prospectus may be amended or
supplemented from time to time to describe a specific plan of
distribution. If the plan of distribution involves an arrangement
with a broker-dealer for the sale of shares through a block
trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, the supplement
will disclose:
the name of the selling stockholder and of the
participating broker-dealer(s);
the number of shares involved;
the price at which the shares were sold;
the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable;
that such broker-dealer(s) did not conduct any
investigation to verify the information set out or
incorporated by reference in this prospectus; and
other facts material to the transaction.
In effecting sales, broker-dealers engaged by the selling
stockholder may arrange for other broker-dealers to participate
in the resales.
The selling stockholder may enter into hedging transactions
with broker-dealers in connection with distributions of the
shares or otherwise. In these transactions, broker-dealers may
engage in short sales of the shares in the course of hedging the
positions they assume with the selling stockholder. The selling
stockholder may also sell shares short and redeliver the shares
to close out such short positions. The selling stockholder may
enter into options or other transactions with broker-dealers
which require the delivery to the broker-dealer of the shares.
The broker-dealer may then resell or otherwise transfer such
shares pursuant to this prospectus. The selling stockholder also
may loan or pledge the shares to a broker-dealer. The broker-
dealer may sell the shares so loaned, or upon default, the broker-
dealer may sell the pledged shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from the selling
stockholder. Broker-dealers or agents may also receive
compensation from the purchasers of the shares for whom they act
as agents or to whom they sell as principal, or both.
Compensation as to a particular broker-dealer might be in excess
of customary commissions and will be in amounts to be negotiated
in connection with the sale. Broker-dealers or agents and any
other participating broker-dealers or the selling stockholder may
be deemed to be "underwriters" within the meaning of section
2(11) of the Securities Act in connection with sales of the
shares. Accordingly, any such commission, discount or concession
received by them and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts or
concessions under the Securities Act. Because the selling
stockholder may be deemed an "underwriter" within the meaning of
section 2(11) of the Securities Act, the selling stockholder will
be subject to the prospectus delivery requirements of the Securities Act.
Page 9
Any shares covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.
The shares will be sold only through registered or licensed
brokers or dealers if required under applicable state securities
laws. In addition, in certain states the shares may not be sold
unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange
Act, any person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to
our common stock for a period of two business days prior to the
commencement of such distribution. In addition, the selling
stockholder will be subject to applicable provisions of the
Exchange Act and the associated rules and regulations under the
Exchange Act, including Regulation M, which may limit the timing
of purchases and sales of shares of our common stock by the
selling stockholder. We will make copies of this prospectus
available to the selling stockholder and have informed the
selling stockholder of the need to deliver copies of this
prospectus to purchasers at or prior to the time of any sale of
the shares.
We will bear all costs, expense and fees in connection with
the registration of the shares. The selling stockholder will
bear all commissions and discounts, if any, attributable to the
sale of the shares. The selling stockholder may agree to
indemnify any broker-dealer or agent that participates in
transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities
Act. We have agreed to indemnify the selling stockholder against
certain liabilities in connection with its offering of the
shares, including liabilities arising under the Securities Act.
LEGAL MATTERS
Snell & Wilmer L.L.P. will pass upon the validity of the
issuance of the common stock offered by this prospectus.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our
financial statements included in our annual report on Form 10-K
for the year ended December 31, 1999, as set forth in their
report, which is incorporated by reference in this prospectus and
registration statement. Our financial statements are
incorporated by reference in reliance on Ernst & Young's report,
given on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the SEC. Our SEC filings
are available to the public over the Internet at the SEC's web
site at http://www.sec.gov. You may also read and copy any
document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-732-0330 for further information on
the public reference rooms.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the
information we file with them, which means that we can disclose
important information to you by referring you to these documents.
The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. We
incorporate by reference the
Page 10
documents listed below (and any amendments thereto) and any
future filings made with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until the selling
stockholder sells all of its common stock:
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
Current Report on Form 8-K filed with the SEC on February
11, 2000; and
The description of our common stock contained in the
Registration Statement on Form 10, filed with the SEC on
March 16, 1994.
You may request a copy of these filings at no cost by
writing or telephoning us at the following address or telephone number:
Tripos, Inc.
1699 S. Hanley Road
St. Louis, Missouri 63144
Telephone Number (314) 647-1099
Attn: Colleen A. Martin
Page 11
TRIPOS, INC.
409,091 shares
Common Stock
PROSPECTUS
TABLE OF CONTENTS Page
Summary 2
Risk Factors 3
Disclosure Regarding
Forward-Looking Statements 7
Use of Proceeds 8
Selling Stockholder 8
Plan of Distribution 8
Legal Matters 10
Experts 10 May 5, 2000
Where You Can Find More
Information 10
Information Incorporated
by Reference 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to
be paid by Tripos in connection with the distribution of the
securities being registered hereby. All the amounts are
estimates, except the SEC registration fee. The selling
stockholder will bear the cost of all selling commissions and
underwriting discounts with respect to the sale of any its securities.
SEC registration fee $ 2,376
Legal fees and expenses 10,000
Accounting and Miscellaneous expenses 7,500
Total $ 19,876
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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. Our Articles and Bylaws contain provisions requiring
us to indemnify our 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 litigation. 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
person benefit.
In addition, the Utah Revised Business Corporation Act
and Tripos' Bylaws authorize us to purchase insurance for our
directors and officers insuring them against certain risks as to
which we may be unable lawfully to indemnify them. We have
purchased insurance coverage for our officers and directors as
well as insurance coverage to reimburse us for potential costs of
corporate indemnification of our officers and directors.
We have entered into indemnification agreements with
our officers and directors containing provisions that we believe
are consistent with the specific indemnification provisions
contained in the Utah Revised Business Corporation Act. The
indemnification agreements require us to indemnify such officers
and directors against expenses, including attorneys' 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.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors and
officers and controlling persons pursuant to the foregoing
provisions, we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Page II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
Exhibit
Number Exhibit Description
4.1 Investor's Rights Agreement dated February 4, 2000
between LION Biosciences AG and Tripos, Inc. (a)
5 Opinion of Snell & Wilmer L.L.P.*
10.1 Agreement on Collaboration Terms dated February 4, 2000
between LION Biosciences AG and Tripos, Inc. (b)
10.2 Stock Purchase Agreement dated February 4, 2000 between
LION Biosciences AG and Tripos, Inc. (c)
23.1 Consent of Ernst & Young.*
23.2 Consent of Snell & Wilmer L.L.P. (included in their
opinion filed as Exhibit 5).*
24 Powers of Attorney (included in the Signature Page to
this Registration Statement).*
* Filed herewith
(a) Previously filed as exhibit 4.1 to the Company's Form 10-K
for the fiscal year ended December 31, 1999 and incorporate
herein by reference.
(b) Previously filed as exhibit 10.16 to the Company's Form 10-K
for the fiscal year ended December 31, 1999 and incorporate
herein by reference.
(c) Previously filed as exhibit 10.17 to the Company's Form 10-K
for the fiscal year ended December 31, 1999 and incorporate
herein by reference.
ITEM 17. 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 this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act.
(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.
Page II-2
(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 (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee
benefit plan's annual report pursuant to Section
15(d) of the Exchange 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 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 SEC such indemnification is
against public policy as expressed in the
Securities 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 Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized on May 5, 2000.
Tripos, Inc.
By:/s/ John P. McAlister
John P. McAlister III
President and Chief Executive Officer
Page II-3
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints John P. McAlister III and Colleen A. Martin, and
each of them, with full power of substitution and resubstitution
and each with full power to act without the other, his or her
true and lawful attorney-in-fact and agent, for him or her and in
his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection
therewith, with the SEC or any state, 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 or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their, his or
her substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
DATE SIGNATURE TITLE
May 5, 2000 /s/ John P. McAlister President and Chief Executive Officer
John P. McAlister III (Principal Executive Officer)
May 5, 2000 /s/ Colleen A. Martin VP, Chief Financial Officer & Secretary
Colleen A. Martin (Principal Financial Officer)
May 5, 2000 /s/ John D. Yingling Corporate Controller and Treasurer
John D. Yingling (Principal Accounting Officer)
May 5, 2000 /s/ Ralph S. Lobdell Chairman of the Board of Directors
Ralph S. Lobdell
May 5, 2000 /s/ Gary Meredith Director
Gary Meredith
May 5, 2000 /s/ Stewart Carrell Director
Stewart Carrell
May 5, 2000 /s/ Ferid Murad Director
Ferid Murad
May 5, 2000 /s/ Alfred Alberts Director
Alfred Alberts
May 5, 2000 /s/ Friedrich von Bohlen Director
Friedrich Von Bohlen
Page II-4
Exhibit Index
Exhibit
Number Exhibit Description
4.1 Investor's Rights Agreement dated February 4, 2000
between LION Biosciences AG and Tripos, Inc. (a)
5 Opinion of Snell & Wilmer L.L.P.*
10.1 Agreement on Collaboration Terms dated February 4, 2000
between LION Biosciences AG and Tripos, Inc. (b)
10.2 Stock Purchase Agreement dated February 4, 2000 between
LION Biosciences AG and Tripos, Inc. (c)
23.1 Consent of Ernst & Young.*
23.2 Consent of Snell & Wilmer L.L.P. (included in their
opinion filed as Exhibit 5).*
24 Powers of Attorney (included in the Signature Page to
this Registration Statement).*
* Filed herewith
(a) Previously filed as exhibit 4.1 to the Company's Form 10-K
for the fiscal year ended December 31, 1999 and incorporated
herein by reference.
(b) Previously filed as exhibit 10.16 to the Company's Form 10-K
for the fiscal year ended December 31, 1999 and incorporated
herein by reference.
(c) Previously filed as exhibit 10.17 to the Company's Form 10-K
for the fiscal year ended December 31, 1999 and incorporated
herein by reference.
Exhibit 5
May 5, 2000
Tripos, Inc.
1699 S. Hanley Road
St. Louis, Missouri 63144
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special local counsel to Tripos, Inc.,
a Utah corporation (the "Company"), with respect to matters
relating to Utah law, and in such capacity have examined the
Company's Registration Statement on Form S-3 (the "Registration
Statement"), to be filed by the Company with the Securities and
Exchange Commission (the "Commission") on or about May 5, 2000
under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the proposed registration for
resale by LION Bioscience AG (the "Selling Shareholder") of up to
an aggregate of 409,091 shares of the Company's Common Stock,
$0.01 par value per share (the "Shares"), which may be acquired
by the Selling Shareholder upon conversion of outstanding shares
of the Company's Series B Convertible Preferred Stock, $0.01 par
value per share (the "Preferred Shares").
As special counsel for the Company and for purposes of
this opinion, we have made those examinations and investigations
of legal and factual matters we deemed advisable and have
examined originals or copies, certified or otherwise identified
to our satisfaction as true copies of the originals, of those
corporate records, certificates, documents and other instruments
which, in our judgment, we considered necessary or appropriate to
enable us to render the opinion expressed below, including the
Company's Articles of Incorporation, as amended to date, the
Company's Bylaws, as amended to date, and the minutes of meetings
of the Company's Board of Directors and other corporate
proceedings relating to the authorization and issuance of the
Preferred Shares and the reservation of the Shares for issuance
on conversion of the Preferred Shares. We have assumed the
genuineness and authorization of all signatures and the
conformity to the originals of all copies submitted to us or
inspected by us as certified, conformed or photostatic copies.
Further, we have assumed the due execution and delivery of
certificates representing the Preferred Shares.
Based upon the foregoing, and assuming the Selling
Shareholder's due conversion of all of the Preferred Shares into
Common Stock as provided in the Company's Articles of
Incorporation, and relying solely thereon, we are of the opinion
that the Shares to be issued upon the conversion of all of the
Preferred Shares will, upon such conversion, be duly authorized
and will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to our name
under the caption "Legal Matters" in the Prospectus included in
the Registration Statement. In giving this consent we do not
hereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
Snell & Wilmer, L.L.P.
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3 No. 333-______)
and related Prospectus of Tripos, Inc. for the registration of
409,091 shares of its common stock and to the incorporation by
reference therein of our report dated February 7, 2000, with
respect to the consolidated financial statements and schedule of
Tripos, Inc. included in its Annual Report (Form 10-K) for the
year ended December 31, 1999, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
St. Louis, Missouri
May 5, 2000
