SECURITIES EXCHANGE AND COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 9, 2000
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Date of Report (Date of earliest event reported)
TRIPOS, INC.
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(Exact name of registrant as specified in its charter)
Utah 000-23666 43-1454986
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1699 South Hanley Rd., St. Louis, MO 63144
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(Address of principal executive offices and zip code)
(314) 647-1099
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On February 7, 2000, Tripos, Inc. ("TRPS") announced
that it had entered into an agreement to sell four
hundred nine thousand and ninety-one (409,091) shares of
its Series B Convertible Preferred Stock common stock at a
price of $22 per share to LION Bioscience AG. in a private
placement. The shares were issued, and TRPS
received gross proceeds of $9.0 million, on February 9,
2000, proceeds of the transaction were $9 million. The
shares were issued in a private placement exempt from
registration under the Federal securities laws. Further
information about the transaction is contained in a press
release filed as Exhibit 99.1 to this Current Report on
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit Number Exhibit
99.1 Press Release dated February 7, 2000
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned duly authorized.
TRIPOS, INC.
Dated: February 11, 2000 By: /s/ Colleen A. Martin
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Colleen A. Martin
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated February 7, 2000
Exhibit 99.1
FOR RELEASE FEBRUARY 7, 2000 FOR FURTHER INFORMATION
Colleen A. Martin
Chief Financial Officer
(800)-323-2960 or (314)
647-1099
Tripos, Inc. Announces Strategic Alliance and Private
Placement of Securities with LION Bioscience AG
St. Louis, MO - February 7, 2000 - Tripos Inc. (NASDAQ:TRPS)
today announced that it will issue 409,091 shares of 5%
Series B Convertible Preferred Stock to LION Bioscience AG
for a purchase price of $22.00 per share or $9.0 million in
the aggregate. This represents 10.8% of the outstanding
shares of the company on an as-converted basis. The Series
B Convertible Preferred Stock is convertible into common
stock of TRIPOS on a share-for-share basis subject to
customary antidilution provisions, and is redeemable by the
investor in February 2005. LION's CEO, Dr. Friedrich von
Bohlen will join Tripos' Board of Directors. Tripos will
use these proceeds for working capital and general corporate
purposes.
The investment by LION is part of a strategic alliance
between LION and Tripos whose purpose is to develop a
unified platform for information management in the Life
Sciences, combining bioinformatics, cheminformatics, and
data analysis. These activities will span Europe, North
America, and Asia. LION and Tripos will announce further
details of this alliance in a separate press release.
"In a very short time, LION has proved itself to be a
powerful force in the realm of bioinformatics. Tripos and
LION have been working together in development of this
alliance for the past 18 months," stated Dr. John P.
McAlister, president and CEO of Tripos. "We have a common
vision of the power of integrated informatics and
experimental science and have highly complementary
technologies and areas of scientific expertise. Together we
bring a powerful process to the customer to drive the
effectiveness and efficiency of the entire research
enterprise," he concluded.
"We at LION are excited to be allied with Tripos in
executing the joint vision for a unified Life Sciences
research platform," commented Dr. Friedrich von Bohlen, CEO
of LION. "As recognized leaders in our respective fields,
Tripos and LION are uniquely positioned to provide the
pharmaceutical and related industries with powerful
solutions in their research activities."
About Tripos, Inc.:
Tripos (www.tripos.com) is a leading provider of discovery
research software and services to pharmaceutical,
biotechnology, and life sciences companies worldwide. The
company is dedicated to optimizing and accelerating the
discovery of new products in the pharmaceutical and related
industries. Tripos offers "chemically intelligent"
discovery software tools to manage, analyze and share
biological and chemical information; systems integration
services; diverse chemical libraries; and contract research
for the discovery, synthesis and characterization of new
chemical compounds that are active in biological systems.
Tripos has an established customer base that includes all of
the pharmaceutical, science and major biotechnology
companies throughout the world. Headquartered in St. Louis,
MO, Tripos has sales offices on the East and West coasts of
the USA and operating subsidiaries in Milton Keynes and
Bude, UK; Paris, France; and Munich, Germany.
About LION Bioscience AG:
LION Bioscience AG (www.lionbioscience.com) is a leading
genomics and information technology company, pioneering the
field of i-biologyTM for expediting Life Science research.
Founded in 1997, the company has more than 190 employees,
with headquarters in Heidelberg, Germany and subsidiaries in
Cambridge, UK and Cambridge, Mass. The company leverages
its core competencies in information technologies and
genomics to accelerate and improve the drug discovery and
Life Science research efforts of its partners throughout the
pharmaceutical, agricultural and biotechnology industry.
To date, LION AG has established numerous alliances in
informatics and genomics with leading Life Science research
companies, including Aventis, Bayer, Boehringer Ingelheim,
DEGUSSA and Pharmacia & Upjohn.
Except for the historical information contained herein, the
matters set forth in this press release are forward-looking
statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to
differ materially. For a discussion of factors that may
cause results to differ, see Tripos' SEC reports, including
its Annual Report on Form 10K.
