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ACCL > SEC Filings for ACCL > Form 8-K on 29-Oct-2012All Recent SEC Filings

Show all filings for ACCELRYS, INC.

Form 8-K for ACCELRYS, INC.


29-Oct-2012

Entry into a Material Definitive Agreement, Other Events, Financial Statements and


Item 1.01. Entry Into a Material Definitive Agreement.

On October 23, 2012, Accelrys, Inc., a Delaware corporation ("Accelrys"), completed its acquisition of Aegis Analytical Corporation, a Delaware corporation ("Aegis"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of such date, by and among Accelrys, Aegis, Aardvark Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Accelrys ("Merger Sub"), and Shareholder Representative Services LLC, solely in its capacity as the representative of the stockholders of Aegis and certain members of Aegis management. Pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into Aegis and Aegis became a wholly owned subsidiary of Accelrys (the "Merger").

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Aegis capital stock that was issued and outstanding as of immediately prior to the Effective Time (other than shares held by Accelrys, Aegis or any subsidiary of Accelrys or shares held by Aegis stockholders who properly exercise and perfect appraisal rights under Delaware law) was automatically converted into the right to receive an applicable portion (in each case, calculated as set forth in the Merger Agreement) of $30 million in cash, without interest and subject to working capital and other adjustments (such amount, the "Purchase Price"). In addition, at the Effective Time, holders of warrants to purchase shares of Aegis capital stock that were outstanding and unexercised as of immediately prior to the Effective Time became entitled to receive an applicable portion (calculated as set forth in the Merger Agreement) of the Purchase Price less the exercise price payable in respect of the shares of Aegis capital stock underlying the warrant.

Immediately following the Effective Time, Accelrys deposited $4,500,000 of the Purchase Price (the "Escrow Fund") into an escrow account to support certain indemnification obligations of the Aegis stockholders and to serve as collateral and partial security against any damages arising from breaches of the representations, warranties and covenants made by Aegis pursuant to the Merger Agreement. The Escrow Fund will be maintained until December 27, 2013 or until such earlier time as the Escrow Fund is exhausted.

The foregoing summary of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.



Item 8.01. Other Events.

On October 23, 2012, Accelrys issued a press release announcing the acquisition of Aegis pursuant to the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1 Agreement and Plan of Merger, dated as of October 23, 2012, by and among Accelrys, Inc., Aardvark Acquisition Corp., Aegis Analytical Corporation and Shareholder Representative Services LLC

99.1 Press Release dated October 23, 2012


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