8-K/A 1 f70537e8-ka.txt AMENDMENT TO FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 22, 2000 AXYS PHARMACEUTICALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 22-2969941 (STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.) 0-22788 (COMMISSION FILE NUMBER) 180 KIMBALL WAY SOUTH SAN FRANCISCO, CA 94080 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 829-1000 Page 1 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Axys Pharmaceuticals, Inc. ("Axys") completed the sale of PPGx, Inc. ("PPGx"), a majority-owned subsidiary of Axys that performs genetic testing and contract research services for pharmaceutical companies, to a privately held company - DNA Sciences, Inc. ("DNAS"). This event was filed in our Form 8-K on January 31, 2001 as an Item 5 transaction. This amendment updates the previous filing as an Item 2 transaction including the required pro forma financial information. The sale was completed pursuant to the terms of a merger agreement dated December 17, 2000 between PPGx, DNAS, and PIPO Acquisition Corp. In conjunction with the merger, Axys received 1,478,550 shares of DNAS Series D preferred stock and 108 shares of DNAS common stock. Concurrent with this transaction, Pharmaceutical Product Development, Inc. ("PPD") exercised its right to purchase up to 50% of the outstanding shares of PPGx. As a result of this exercise, Axys received $5.9 million in cash proceeds, and paid PPGx debt obligations totaling $4.6 million. Axys owns approximately 5% of DNAS outstanding stock and will account for its investment under the cost method. The total gain recognized from the sale of PPGx is approximately $26 million. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2000. Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months ended September 30, 2000 and the fiscal year ended December 31, 1999. Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements (c) Exhibits Page 2 3 AXYS PHARMACEUTICALS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2000 (in thousands)

See accompanying notes to the unaudited pro forma condensed consolidated financial statements Page 3 4 AXYS PHARMACEUTICALS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FISCAL YEAR ENDED DECEMBER 31, 1999 (IN THOUSANDS)

See accompanying notes to the unaudited pro forma condensed consolidated financial statements Page 4 5 AXYS PHARMACEUTICALS, INC. UNAUDITED PROFORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2000 (In thousands)

See accompanying notes to the unaudited pro forma condensed consolidated financial statements Page 5 6 AXYS PHARMACEUTICALS, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ADJUSTMENTS: The unaudited pro forma condensed consolidated balance sheet assumes that the sale of PPGx, Inc. ("PPGx") to DNA Sciences, Inc. ("DNAS") and related transactions, including payment of assumed obligations occurred as of SEPTEMBER 30, 2000. Assumptions and adjustments included in the unaudited pro forma condensed consolidated balance sheet are summarized as follows: (a) Valuation of 1,478,550 shares of DNAS Series D preferred stock and 108 shares of DNAS common stock at $10.15. (b) Net cash proceeds resulting from the sale of PPGx. (c) Elimination of all PPGx accounts from the reporting entity. The unaudited pro forma condensed combined statement of operations assumes that the sale of PPGx occurred as of January 1, 1999. All significant pro forma adjustments related to the sale of PPGx are described below. The pro forma adjustments for fiscal year ended 1999 are presented on a disaggregated basis in order to present pro forma adjustments related to the April 2000 sale of a previously consolidated entity, Axys Advanced Technologies ("AAT") to Discovery Partners International, Inc. ("DPI"). The nine month period ended historical September 30, 2000 results of AAT have been reclassified in accordance with Accounting Principals Board No. 30 Reporting the Results of Operations--Discontinued Events and Extraordinary Items, as such, pro forma adjustments to results of operations of AAT is not presented. The sale of AAT is described in more detail in our May 15, 2000 Form 8-K. Assumptions and adjustments included in the unaudited pro forma condensed statement of operations are summarized as follows: (d) Interest income on net cash received. (e) Elimination of all PPGx accounts. (f) Elimination of all AAT accounts. The unaudited pro forma results of operations do not include any impact of the gain on disposal or costs related to the sale, due to their non-recurring nature. In future public filings, historical results will be reclassified from those previously filed to reflect results of PPGx as discontinued operations in accordance with Accounting Principles Board Opinion No. 30. The unaudited pro forma condensed combined financial statements should be read in conjunction with the respective financial statements and related notes thereto of the Company. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial position that would have been achieved had the transactions reflected therein been consummated as of the dates indicated, or of the results of operations or financial positions for any future periods or dates. Page 6 7 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES * 2.1 Agreement and Plan of Merger among us DNA Sciences, Inc., Axys Pharmaceuticals, Inc., and PPGx, Inc., dated December 17, 2000. ------------ * Previously filed with January 31, 2001 Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. Axys Pharmaceuticals, Inc. Date: March 29, 2001 By /s/ DOUGLAS ALTSCHULER ------------------------------------ Vice President and General Counsel Page 7

AXYS PHARMACEUTICALS INC 8-K/A