8-K 1 a2034114z8-k.txt 8-K 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 DECEMBER 27, 2000 (Date of Report) (Date of earliest event reported): DECEMBER 27, 2000 TREGA BIOSCIENCES, INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-27972 51-0336233 (Commission File Number) (I.R.S. Employer Identification No.) 9880 CAMPUS POINT DRIVE, SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (619) 410-6500 ITEM 5. OTHER EVENTS. On December 27, 2000, Trega Biosciences, Inc., a Delaware corporation ("TREGA"), and Lion bioscience Aktiengesellschaft, a German corporation ("LION"), entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT") pertaining to the proposed acquisition of Trega by Lion through the merger of a wholly owned Lion subsidiary with and into Trega (the "MERGER"). -1- The Merger and the transactions and arrangements contemplated by the Merger Agreement have been approved by the boards of both Trega and Lion. The Merger is currently expected to close in March or April 2001, subject to various conditions, including approval of a majority of the stockholders of Trega and customary closing conditions. There can be no assurance that the Merger will be completed. Concurrently with the execution of the Merger Agreement, certain Trega stockholders holding approximately 19.7% of the currently issued and outstanding Trega Common Stock also entered (or are expected to enter) into a Stockholders Agreement with Lion (the "STOCKHOLDERS AGREEMENT") pursuant to which, among other things, such stockholders agreed to vote all of their shares of Trega Common Stock to approve the Merger, upon the terms and subject to the conditions set forth in the Stockholders Agreement. Copies of the Merger Agreement and the Stockholders Agreement are filed as exhibits to this Form 8-K and incorporated herein by this reference. You are urged to read the attached Merger Agreement and Stockholders Agreement carefully in their entirety. -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are filed herewith: Number Description 99.1 Press Release dated December 27, 2000 99.2 Agreement and Plan of Merger between Trega and Lion dated December 27, 2000 99.3 Stockholders Agreement dated December 27, 2000 by and among Lion and the Trega stockholders named therein 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. TREGA BIOSCIENCES, INC. Dated: December 27, 2000 /s/ Michael G. Grey ----------------------- Michael G. Grey Chief Executive Officer -3- EXHIBIT INDEX Number Description 99.1 Press Release dated December 27, 2000 99.2 Agreement and Plan of Merger between Trega and Lion dated December 27, 2000 99.3 Stockholders Agreement dated December 27, 2000 by and among Lion and the Trega stockholders named therein