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ACCL > SEC Filings for ACCL > Form 8-K on 24-Dec-2013All Recent SEC Filings

Show all filings for ACCELRYS, INC.

Form 8-K for ACCELRYS, INC.


Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.
On December 20, 2013, Symyx Technologies, Inc. and Symyx Solutions, Inc. (collectively, "Symyx"), each a wholly owned subsidiary of Accelrys, Inc. ("Accelrys" and, together with Symyx, the "Company"), entered into a settlement agreement (the "Settlement Agreement") with Borealis AG ("Borealis") in connection with arbitration pending before the London Court of International Arbitration (the "LCIA") pursuant to a request for arbitration delivered by Borealis to the Company in July 2012. As previously disclosed in the periodic reports filed with the U.S. Securities and Exchange Commission (the "SEC") by Accelrys, on October 5, 2012, Borealis provided the Company with a Statement of Case in connection with the arbitration of a dispute related to certain software and professional services arrangements that Borealis claimed were not completed pursuant to the terms of the underlying agreements by Symyx during periods prior to Accelrys' acquisition of Symyx in 2010.
Pursuant to the Settlement Agreement, (i) each party agreed to release all Claims (as defined in the Settlement Agreement) against the other party, in each case without any admission of liability to the other, (ii) Symyx agreed to make a one-time settlement payment, net of any tax withholding, to Borealis of $16.0 million (the "Settlement Payment"), and (iii) the parties agreed to take all actions necessary to obtain dismissal of the arbitration. The Company will receive insurance proceeds relating to the Settlement Payment in the amount of approximately $10.1 million thereby resulting in a total net out of pocket payout by the Company of $5.9 million related to the Settlement Payment. The Company previously accrued a reserve of approximately $10 million with respect to this matter and, accordingly, will reverse any excess accrual upon receipt of insurance proceeds.
The foregoing description of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 99.1 and the terms of which are hereby incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

Settlement Agreement, dated as of December 20, 2013, by and among Symyx
99.1 Technologies, Inc., Symyx Solutions, Inc. and Borealis AG.

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