8-K 1 a77388e8-k.txt FORM 8-K DATED NOVEMBER 16, 2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2001 AXYS PHARMACEUTICALS, INC. ------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-22788 22-2969941 -------------- ------------------------------- --------------- (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) 180 Kimball Way, South San Francisco, California 94080 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (650) 829-1000 ------------------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (former name or former address, if changed since last report) ================================================================================ ITEM 1. Change in Control of Registrant. On November 16, 2001, pursuant to an Agreement and Plan of Merger, dated as of June 12, 2001, among Applera Corporation, a Delaware corporation ("Applera"), Angel Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Applera ("Sub"), and Axys Pharmaceuticals, Inc., a Delaware corporation ("Axys"), Sub was merged with and into Axys (the "Merger"). Axys was the surviving entity in the Merger and at the effective time of the Merger became a wholly-owned subsidiary of Applera. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger each issued and outstanding share of common stock, par value $.001 per share (the "Common Stock"), of Axys was converted into the right to receive 0.1355 share of Applera Corporation--Celera Genomics Group Common Stock, other than shares of Common Stock owned by Axys, Applera or Sub, which were cancelled. Following the Merger, the Common Stock was delisted from the Nasdaq National Market. The consummation of the Merger was announced and further described in a press release issued by Applera on November 16, 2001. The Agreement and Plan of Merger is being filed as Exhibit 2.1 to this report and is incorporated by reference into this Item 1. The press release is being filed as Exhibit 99.1 to this report and is incorporated by reference into this Item 1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

~~Table~~EXHIBIT NO. DESCRIPTION ----------- ----------- 2.1 Agreement and Plan of ~~Contents~~Merger, dated as of June 12, 2001, among Applera Corporation, Angel Acquisition Sub, Inc. and Axys Pharmaceuticals, Inc. 99.1 Press Release dated November 16, 2001.

2 SIGNATURES 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 hereunto duly authorized. Date: November 19, 2001 AXYS PHARMACEUTICALS, INC. By: /s/ William J. Newell ---------------------------------------- Name: William J. Newell Title: Senior Vice President, Corporate and Business Development and Secretary 3 EXHIBIT INDEX

~~SECURITIES~~EXHIBIT ~~AND~~NO. ~~EXCHANGE~~DESCRIPTION ~~COMMISSION WASHINGTON~~----------- ----------- 2.1 Agreement and Plan of Merger, Ddated as of June 12, 2001, among Applera Corporation, Angel Acquisition Sub, Inc.C and Axys Pharmaceuticals, Inc. ~~20549~~ 99.1 Press Release dated November 16, 2001.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2001

AXYS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation) 0-22788 (Commission File Number) 22-2969941 (IRS Employer Identification No.)

180 Kimball Way, South San Francisco, California 94080

(Address of principal executive offices) (Zip Code)

(650) 829-1000

(Registrant’s telephone number, including area code)

N/A

(former name or former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
	ITEM 9. REGULATION FD DISCLOSURE
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

EXHIBIT NO.		DESCRIPTION
99.1		Transcript of conference call held on June 13, 2001.

ITEM 9. REGULATION FD DISCLOSURE

On June 13, 2001, Axys Pharmaceuticals, Inc. (“Axys”) and Celera Genomics, an Applera Corporation business (“Celera”) held a joint conference call and simultaneous webcast announcing that they have entered into a definitive agreement pursuant to which Celera will acquire Axys in a stock-for-stock transaction intended to qualify as a tax-free reorganization. A copy of the transcript of the conference call and webcast is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Axys Pharmaceuticals, Inc., is furnishing the information contained in this Current Report on Form 8-K pursuant to the Securities and Exchange Commission’s Regulation FD.

SIGNATURES

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 hereunto duly authorized.

Date: June 14, 2001

AXYS PHARMACEUTICALS, INC. By: /s/ Douglas Altschuler Name: Douglas Altschuler Title: Vice President, General Counsel

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
99.1		Transcript of conference call held on June 13, 2001.

Table of Contents

Table of Contents

Table of Contents

Filing Compare · AXYS PHARMACEUTICALS INC