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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 21, 2000
AXYS PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-22788 22-2969941
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
180 Kimball Way
South San Francisco, CA 94080
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(Address of principal executive offices) (Zip Code)
(650) 829-1000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On July 21, 2000, Axys Pharmaceuticals, Inc. (the "Company")
completed an offering of $10,000,000 of its common stock, par value $.001 per
share (the "Common Stock"), under its shelf Registration Statement on Form S-3
(Registration No. 333-35826), as amended by Post-Effective Amendment No. 1
thereto filed on July 20, 2000 (the "Registration Statement"), a base
Prospectus, dated May 4, 2000, and the related Prospectus Supplement, dated July
21, 2000, relating to the offer and sale by the Company of the Common Stock
pursuant to a common stock purchase agreement, dated as of July 21, 2000 between
the Company and Acqua Wellington North American Equities Fund, Ltd. ("Acqua
Wellington"), attached hereto as Exhibit 1.1. The shares of Common Stock were
sold at a price of $6.10 per share, based on a negotiated discount from the
daily volume weighted average price of the Company's Common Stock on July 20,
2000. Pursuant to the common stock purchase agreement, the Company may, from
time to time, and at its own discretion, issue and sell to Acqua Wellington up
to an additional $40 million of Common Stock, subject to customary conditions,
at a price per share based on the daily volume weighted average price of the
Company's Common Stock over a certain period of time less a discount ranging
from 4.5% to 6.0% over the fifteen month period beginning July 21, 2000. In
addition, during the period in which the Company elects to issue and sell
additional shares of Common Stock to Acqua Wellington, the Company may also
grant to Acqua Wellington a call option at the same discount for the applicable
period to purchase additional shares of the Company's Common Stock up to the
applicable amount being sold by the Company in such period, subject to the
overall limit of $40 million described above.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits: The following exhibits are filed as part of this Report.
1.1 Common Stock Purchase Agreement, dated as of July 21, 2000, by
and between Axys Pharmaceuticals, Inc. and Acqua Wellington
North America Equities Fund, Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Dated: August 2, 2000
AXYS PHARMACEUTICALS, INC.
By: /s/ William J. Newell
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William J. Newell
Senior Vice President