UNITED STATES
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): January 11, 2013
ACCELRYS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-27188 | 33-0557266 | ||
| (State or other jurisdiction of incorporation) |
Commission file number |
(I.R.S. Employer identification number) |
10188 Telesis Court, San Diego, California 92121-1761
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 799-5000
N/A
(Former name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On January 11, 2013, Accelrys Software, Inc., a Delaware corporation (“Accelrys Software”) and a wholly owned subsidiary of Accelrys, Inc., a Delaware corporation (the “Company”), completed the acquisition of all of the outstanding shares (the “Shares”) of Vialis AG, a joint stock company organized under the laws of Switzerland (“Vialis”), pursuant to a Sale and Purchase Agreement, dated as of such date (the “Purchase Agreement”), by and among Accelrys Software and the holders of the Shares (collectively, the “Sellers”). Pursuant to the Purchase Agreement, Accelrys Software acquired the Shares from the Sellers for aggregate consideration consisting of: (i) an upfront payment in an amount equal to five million Swiss francs (or approximately $5.0 million), subject to certain adjustments and escrow holdbacks set forth in the Purchase Agreement; and (ii) certain contingent earn-out consideration payable during the next three fiscal years in an aggregate amount of up to an five million Swiss francs (or approximately $5.0 million), subject to the satisfaction of certain milestones set forth in the Purchase Agreement.
Vialis is a leading systems integrator based in Liestal, Switzerland that serves the pharmaceutical, biotechnology, chemicals and agro-science industries. Other than in respect of the transactions contemplated by the Purchase Agreement (including certain amended employment agreements between Vialis and each of the Sellers), no material relationships exist between the Company, Accelrys Software or any of their respective affiliates, directors or officers and any of the Sellers.
| Item 8.01. | Other Events. |
On January 14, 2013, the Company issued a press release announcing the completion of the acquisition of the Shares pursuant to the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
The Company is currently evaluating whether it is required to file the historical financial statements specified by this Item 9.01(a). In the event that it determines that such historical financial statements are required, the Company will include such historical financial statements in an amendment to this Current Report on Form 8-K filed not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The Company is currently evaluating whether it is required to file the pro forma financial statements specified by this Item 9.01(b). In the event that it determines that such pro forma financial statements are required, the Company will include such pro forma financial statements in an amendment to this Current Report on Form 8-K filed not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Accelrys, Inc. on January 14, 2013. | |
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.
| ACCELRYS, INC. | ||
| By: |
/s/ Michael A. Piraino | |
| Michael A. Piraino Executive Vice President and Chief Financial Officer | ||
Date: January 16, 2013
Exhibit 99.1
Accelrys Strengthens Leadership Position in Laboratory Informatics Market
Acquisition of systems integrator Vialis brings expertise in delivering paperless laboratory solutions
SAN DIEGO, Jan. 14, 2013 — Accelrys, Inc. (NASDAQ: ACCL), a leading provider of scientific innovation lifecycle management software, is solidifying its market leadership in the laboratory informatics space with the acquisition of its long-time partner Vialis AG, a leading systems integrator based in Liestal, Switzerland serving the pharmaceutical, biotechnology, chemicals, and agro-science industries. Vialis’ deep experience implementing and supporting paperless laboratory solutions further strengthens Accelrys’ position in the laboratory informatics software market and expands the company’s capabilities in the downstream analytical development, quality control, and quality assurance and manufacturing areas.
Under terms of the deal, Accelrys has purchased all of Vialis’ outstanding stock for approximately $5 million in cash. The acquisition includes potential for additional incentive consideration of up to approximately $5 million in cash, contingent upon meeting specified growth objectives over the next three years. “With demonstrated success in improving laboratory operations by integrating core software systems critical to improving innovation—including electronic laboratory notebooks, laboratory execution systems, and laboratory information management systems—Vialis brings key domain and delivery expertise to Accelrys, and we welcome them to our team,” said Accelrys President and CEO Max Carnecchia. “This acquisition is a natural complement to our two most recent software acquisitions of Velquest and Aegis Corp., furthering our strategy to deliver software solutions that optimize the laboratory-to-commercialization value chain.”
In addition to its systems integration services, Vialis’ business process consultancy delivers process improvements in lab data management. Employing a proprietary approach to analyzing existing lab processes, Vialis’ business process consultancy services help customers optimize efficiency, enhance quality by design efforts, increase compliance, maximize knowledge reuse and reduce cycle times.
The entire Vialis team is joining Accelrys. The team will be primarily focused on the recently announced Accelrys Process Management and Compliance Suite, which is designed specifically to enhance product and process insight, facilitate collaboration and streamline product development from research through late-stage quality control and manufacturing. The suite includes the Accelrys Electronic Laboratory Notebook, Accelrys Laboratory Execution System, Accelrys Electronic Batch Records, Accelrys Enterprise Platform and the Accelrys Discoverant solution recently acquired from Aegis.
“As a long-standing partner, we share Accelrys’ vision of transforming the innovation lifecycle by delivering paperless laboratory solutions that enhance our customers’ abilities to meet the operational challenges that are slowing scientific innovation,” said Vialis CEO Ulf Fuchslueger, PhD. “Importantly, we share closely aligned go-to-market approaches and we believe this transition will bring significant leverage to our customers and partners.”
About Accelrys, Inc.
Accelrys, Inc. (NASDAQ: ACCL), a leading provider of scientific innovation lifecycle management software, supports industries and organizations that rely on scientific innovation to differentiate themselves. The industry-leading Accelrys Enterprise Platform provides a broad and flexible scientific solution optimized to integrate the diversity of science, experimental processes and information requirements across the research, development, process scale-up and early manufacturing phases of product development. By incorporating capabilities in applications for modeling and simulation, enterprise laboratory management, workflow and automation, and data management and informatics, Accelrys enables scientific innovators to access, organize, analyze and share data in unprecedented ways, ultimately enhancing innovation, improving productivity and compliance, reducing costs and speeding time from laboratory to market.
Accelrys solutions are used by more than 1,300 companies in the pharmaceutical, biotechnology, energy, chemicals, aerospace, consumer packaged goods and industrial products industries. Headquartered in San Diego, California, USA, Accelrys employs more than 200 full-time PhD scientists. For more information about Accelrys, visit www.accelrys.com.