UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
--------------------------------------------------------------------------------
DISCOVERY PARTNERS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
254675 10 1
--------------------------------------------------------------------------------
(CUSIP Number)
William B. Sawch, Esq.
Senior Vice President and General Counsel
Applera Corporation
301 Merritt 7
Norwalk, Connecticut 06851-1070
(203) 840-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 11, 2004
--------------------------------------------------------------------------------
(Date of Events Which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ]
(Continued on following pages)
(Page 1 of 6 Pages)
CUSIP NO.: 254675 10 1 SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Axys Pharmaceuticals, Inc.
22-2969941
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) | |
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
| |
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 200,000*
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
200,000*
------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
* Consists of 200,000 shares issuable upon exercise of a currently
exercisable warrant.
2 of 6
CUSIP NO.: 254675 10 1 SCHEDULE 13D
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Applera Corporation
06-1534213
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) | |
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
Not applicable
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
| |
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Beneficial ownership of all shares disclaimed by Applera Corporation
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable (see 11 above)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
3 of 6
This Amendment No. 1 to Schedule 13D is filed by Axys Pharmaceuticals,
Inc., a Delaware corporation ("Axys"), and Applera Corporation, a Delaware
corporation ("Applera"), pursuant to Rule 13d-2(a) under the Securities Exchange
Act of 1934, as amended, and relates to the common stock, par value $0.001 per
share (the "Common Stock"), of Discovery Partners International, Inc., a
Delaware corporation. This Amendment No. 1 to Schedule 13D amends and
supplements the Schedule 13D, as filed with the Securities and Exchange
Commission (the "Commission") on February 13, 2003 (the "Original Filing"), and
is being filed to report that the reporting persons have ceased to beneficially
own more than 5% of the Common Stock. Capitalized terms not otherwise defined in
this Amendment No. 1 to Schedule 13D have the meanings given to them in the
Original Filing.
Item 3: Source and Amount of Funds and Other Consideration.
In November 2002, Axys deposited with the trustee under the Indenture
government obligations to serve as collateral for the Notes. These obligations
were pledged in exchange for a release of the shares of Common Stock that
previously were pledged as collateral to secure the Notes under the Indenture.
The shares, which were released in February 2003, were included in the shares of
Common Stock that were sold as described in Items 4 and 5 below.
Item 4: Purpose of Transaction.
On May 5, 2004, the Issuer and Axys entered into an underwriting
agreement (the "Underwriting Agreement") with SG Cowen & Co. LLC, Merriman
Curhan Ford & Co. and Roth Capital Partners, LLC, as representatives of the
underwriters (the "Underwriters") named in Schedule A to the Underwriting
Agreement. Pursuant to the Underwriting Agreement, and under a registration
statement of the Issuer on Form S-3 (File No. 333-113488) and amendment thereto
filed with the Commission, on May 11, 2004 Axys sold to the Underwriters an
aggregate of 7,222,000 shares of Common Stock at a price of $5.00 per share less
underwriting discounts and commissions totaling $0.30 per share, or a net price
of $4.70 per share (the "Sale").
Except as set forth in this Item 4, neither of the reporting persons
has any current plans or proposals which relate to or would result in any
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5: Interest in Securities of the Issuer.
On May 11, 2004, Axys sold 7,222,000 shares of Common Stock pursuant to
the Sale described above in Item 4. As a result of the Sale, effective as of May
11, 2004, the reporting persons ceased to be the beneficial owner of more than
5% of the Common Stock. As of the date hereof, Axys beneficially owns 200,000
shares of Common Stock, representing approximately 0.8% of the outstanding
shares of Common Stock, consisting of 200,000 shares of Common Stock underlying
the Warrant, which is currently exercisable.
Upon exercise of the Warrant, Axys would have sole power to vote and
dispose of these shares of Common Stock. Axys has the sole right to receive and
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any shares of Common Stock owned by it. Axys is a wholly-owned subsidiary of
Applera and, as such, Applera may be deemed to be the beneficial owner of any
shares of Common Stock beneficially owned by Axys. Applera disclaims beneficial
ownership of all such shares of Common Stock owned by Axys.
4 of 6
The percentage set forth in this Item 5 is calculated based on
24,658,496 total shares of Common Stock outstanding as of May 5, 2004, as
reported by the Issuer.
Other than as set forth in this Schedule 13D, to the knowledge of the
reporting persons as of the date hereof, no executive officers or directors of
the reporting persons have legal or beneficial ownership of any shares of Common
Stock and there have been no transactions in the shares of Common Stock effected
during the past 60 days by the reporting persons nor, to the knowledge of the
reporting persons, by any executive officers or directors of the reporting
persons, except as disclosed in this Schedule 13D.
No persons other than the reporting persons have the right to receive
or the power to direct the receipt of dividends from, or the proceeds of sale
of, securities covered by this Schedule 13D.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The responses to Items 4 and 5 of this Schedule 13D are incorporated
herein by reference.
Item 7: Material to Be Filed as Exhibits.
Exhibit Description
1 Form of Underwriting Agreement (incorporated by
reference to Exhibit 1.1 to Amendment No. 1 to the
Registration Statement on Form S-3 (File No.
333-113488) as filed by the Issuer on May 4, 2004.
5 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 19, 2004
AXYS PHARMACEUTICALS, INC.
By: /s/ Vikram Jog
---------------------------------------------------
Name: Vikram Jog
Title: Vice President and Chief Financial Officer
APPLERA CORPORATION
By: /s/ Vikram Jog
---------------------------------------------------
Name: Vikram Jog
Title: Vice President
6 of 6