Amendment
No. 2 to Statement on Schedule 13D
This
Amendment No. 2 to Schedule 13D (“Amendment”) is filed to amend and supplement
Items 3 and 5 as set forth below of the Reporting Persons’ Schedule 13D
previously filed with the Securities Exchange Commission. Capitalized
terms used and not defined in this Amendment have the meanings set forth in the
Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 of
the original 13D is amended and restated in its entirety as
follows:
On
September 8, 2008, Issuer, Tripos DE and Pearson Merger Corporation, a Delaware
corporation and wholly owned subsidiary of Tripos DE (“Pearson Merger Sub”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant
to which, subject to the satisfaction or waiver of the conditions therein,
Pearson Merger Sub will merge with and into Issuer (the “Merger”), Pearson
Merger Sub’s separate corporate existence will cease and Issuer will continue as
the surviving corporation and as a direct, wholly-owned subsidiary of Tripos
DE.
As an
inducement to enter into the Merger Agreement, and in consideration thereof,
Tripos DE entered into a voting agreement with each of:
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Dean
and Lavon Morton Trust
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Asset
Management Associates 1996, L.P.
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Alloy
Partners 2000, L.P.
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Alloy
Ventures 2000, L.P.
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Alloy
Corporate 2000, L.P.
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Alloy
Investors 2000, L.P.
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(each a
“Stockholder”), dated as of the date of the Merger Agreement (the “Voting
Agreements”). Pursuant to the Voting Agreements, each Stockholder has agreed to
vote in favor of the adoption and approval of the Merger Agreement and has
granted to Tripos DE an irrevocable proxy to vote or exercise its right to
consent with respect to all Shares that each Stockholder is entitled to vote at
the time of any vote or action by written consent to approve and adopt the
Merger Agreement and any action required in furtherance thereof at any meeting
of the stockholders of the Issuer, and at any adjournment thereof, at which such
Merger Agreement, or such other required actions, are submitted for the
consideration and vote of the stockholders of the Issuer.
Shared
voting power with respect to the Shares owned by the Stockholders may be deemed
to have been acquired through execution of the Voting Agreements. The
Reporting Persons have not expended any funds in connection with the execution
of the Voting Agreements.
Schedule B
attached hereto contains the names and number of Shares beneficially held by
each Stockholder.
The
foregoing descriptions of the Merger Agreement and the Voting Agreements do not
purport to be complete and are qualified in their entirety by reference to such
agreements. Copies of the Merger Agreement, listed as Exhibit 2
hereto, and the form of the Voting Agreement, listed as Exhibit 3 hereto, are
incorporated by reference to
Exhibit
2.1 and Exhibit 99.1, respectively, of Issuer’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 9, 2008.
VC III LP
used its working capital as the source of funds for its purchase of
Shares. Between October 9, 2008 and October 14, 2008, VC III LP used
an aggregate of $636,445 to purchase 121,600 Shares.
Item
5. Interest in Securities of the Issuer.
Item 5 of
the original 13D is amended and restated in its entirety as
follows:
(a) and
(b) As a result of the Voting Agreements, the Reporting
Persons may be deemed to have the power to vote up to 3,151,220 Shares in favor
of approval of the Merger Agreement, and thus, for the purpose of Rule 13d-3
promulgated under the Exchange Act, the Reporting Persons may be deemed to be
the beneficial owners of an aggregate of 3,151,220 Shares. In
addition to those Shares that may be deemed to be beneficially owned by the
Reporting Persons in connection with the Voting Agreements, VC III LP has
acquired and owns 121,600 Shares (the “Purchased Shares”). VC III LP
has sole power to direct the voting and disposition of the Purchased
Shares.
As a
result of VC III LP’s acquisition of the Purchased Shares, the other Reporting
Persons, which are all affiliates of VC III LP, may be deemed to be beneficial
owners of the Purchased Shares.
All Shares
that may be deemed to be beneficially owned by the Reporting Persons, including
the Shares covered by the Voting Agreements and the Purchased Shares, constitute
approximately 34.5% of the issued and outstanding Shares as of August 29, 2008
(as represented by Issuer in the Merger Agreement).
The
Reporting Persons (i) are not entitled to any rights as a stockholder of Issuer
as to the Shares covered by the Voting Agreements, except as otherwise expressly
provided in the Voting Agreements and (ii) disclaim all beneficial ownership of
such Shares.
The
Reporting Persons, other than VC III LP, expressly disclaim beneficial ownership
of the Purchased Shares (except, for VC III LLC and Alexander Slusky, to the
extent of their pecuniary interest in VC III LP).
Except as
set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons,
none of the Reporting Persons beneficially owns any Shares.
(c) Since
the date of the last filing, the Reporting Persons purchased the following
Shares in the open market:
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Reporting
Person
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Trade
Date
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Shares
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Price/Share
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VC
III LP
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10/09/2008
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3,000
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$5.1760
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10/10/2008
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21,900
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$5.1654
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10/13/2008
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2,800
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$5.2759
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10/14/2008
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93,900
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$5.2505
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Except for
the agreements and transactions described above, to the knowledge of the
Reporting Persons, no transactions in the class of securities reported have been
effected during the past 60 days by any person named in Schedule A or Item
5(a).
(d) To
the knowledge of the Reporting Persons, no other person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the securities of Issuer reported herein.
(e) Inapplicable.
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.