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<SEC-DOCUMENT>0001157523-04-008545.txt : 20040915
<SEC-HEADER>0001157523-04-008545.hdr.sgml : 20040915
<ACCEPTANCE-DATETIME>20040915144727
ACCESSION NUMBER:		0001157523-04-008545
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040914
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20040915
DATE AS OF CHANGE:		20040915

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACCELRYS, INC.
		CENTRAL INDEX KEY:			0001002388
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				330557266
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27188
		FILM NUMBER:		041031443

	BUSINESS ADDRESS:	
		STREET 1:		9685 SCRANTON ROAD
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121-3752
		BUSINESS PHONE:		(858) 799-5000

	MAIL ADDRESS:	
		STREET 1:		9685 SCRANTON ROAD
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92121-3752

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHARMACOPEIA INC
		DATE OF NAME CHANGE:	19951018
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4719682.txt
<DESCRIPTION>ACCELRYS 8-K
<TEXT>
                                  UNITED STATES
                       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


      Date of Report (Date of earliest event reported): September 14, 2004


                                 ACCELRYS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                          0-27118            33-0557266
- --------------------------------------------------------------------------------
(State or other jurisdiction of  (Commission   (I.R.S. Employer incorporation or
organization)                    File Number)      Identification  No.)

9685 Scranton Road, San Diego, California                    92121-1761
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

                                 (858) 799-5000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                  Former Name:
- --------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
                                    report)

<PAGE>

Item 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

(c)    Exhibits.

                  Exhibit Number       Description
                  -------------------- -------------------
                  99.1                 Press Release dated September 14, 2004

     On September 14, 2004, Accelrys issued a press release announcing a merger
agreement with SciTegic, Inc. A copy of Accelrys' press release is furnished as
an exhibit to this report

                                   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.


                                      ACCELRYS, INC.


                                      By:      /s/ John J. Hanlon
                                      ---------------------------------------
                                      John J. Hanlon,
                                      Executive Vice President and
                                      Chief Financial Officer



Date:    September 14, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a4719682ex99.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1

Accelrys Announces Merger Agreement with SciTegic

    SAN DIEGO--(BUSINESS WIRE)--Sept. 14, 2004--Accelrys, Inc.
(Nasdaq:ACCL) today announced the signing of a definitive agreement to
merge SciTegic, Inc., a leading provider of workflow software
solutions for the research science market, with a wholly-owned
subsidiary of Accelrys. SciTegic shareholders will receive $12.25
million of cash and approximately 1,040,119 shares of Accelrys common
stock in exchange for their Scitegic shares at closing, and
approximately 334,324 additional Accelrys common shares over the next
two years subject to certain conditions. SciTegic will become a
wholly-owned subsidiary of Accelrys. The transaction is valued at
about $21.5 million.
    The merger is subject to the approval of SciTegic shareholders.
The two founders of SciTegic will become employees of Accelrys after
the merger. They and other SciTegic shareholders, who own
approximately 90% of the SciTegic shares outstanding, have agreed to
vote their shares in favor of the merger. It is anticipated that the
transaction will close during September 2004 subject to customary
conditions of closing.
    "We believe the merger of these two market-leading companies will
enable significant advancements in the scientific software market,"
commented Mark Emkjer, Accelrys' president and chief executive
officer. "The addition of SciTegic's innovative workflow technology,
Pipeline Pilot(TM), to Accelrys' already robust product portfolio will
not only provide customers with superior software solutions, but it
will also create a compelling value proposition for our shareholders,
employees and partners.
    "The Accelrys global install base is nearly ten times the size of
the current SciTegic install base," continued Emkjer. "Our opportunity
is to utilize our joint worldwide distribution system to reach all
Accelrys customers. Thus, the potential for Pipeline Pilot is very
exciting."

    About Accelrys, Inc.

    Accelrys, Inc. (Nasdaq:ACCL) is a leading provider of software for
computation, simulation, and the management and mining of scientific
data used by biologists, chemists and materials scientists, including
nanotechnology researchers, for product design as well as drug
discovery and development. Accelrys technology and services are
designed to meet the needs of today's leading research organizations.
The company is headquartered in San Diego, Calif. For more information
about Accelrys, visit its website at http://www.accelrys.com/.

    About SciTegic

    SciTegic, Inc. is a privately held San Diego company that develops
and markets informatics software to the pharmaceutical and
biotechnology industries. The company is pioneering a new technology
approach called 'Data Pipelining' to process drug discovery data with
unprecedented flexibility. This new methodology has established its
utility by accelerating informatics research for nearly one thousand
users at over one hundred customer sites worldwide. Further
information about SciTegic is available at http://www.scitegic.com/.

    This press release contains forward-looking statements for
purposes of the Private Securities Litigation Reform Act of 1995 (the
"Act"). Accelrys disclaims any intent or obligation to update these
forward-looking statements, and claims the protection of the safe
harbor for forward-looking statements contained in the Act. Examples
of such forward-looking statements include statements relating to the
number of additional shares of Accelrys common stock that may be
issued to SciTegic shareholders during the two-year period following
the closing of the merger, the anticipated closing date of the merger,
the expected advantages of the merger to Accelrys and its employees,
shareholders and customers, anticipated advancements in the scientific
software market resulting from the merger, and the market opportunity
for PipeLine Pilot. Accelrys has based these forward-looking
statements on its current expectations about future events. Such
statements are subject to risks and uncertainties including, but not
limited to, the possibility that one or more conditions to closing
will not be satisfied and that the transaction will not close or will
be delayed, the failure of a condition to the issuance of additional
shares, the risk that PipeLine Pilot will not perform as anticipated
or will not be integrated into Accelrys' product portfolio as
currently planned, additional competition, changes in economic
conditions, and other risks and uncertainties described in Accelrys'
filings with the Securities and Exchange Commission, including its
most recent report on Form 10-Q. All forward-looking statements in
this document are qualified entirely by the cautionary statements
included in this document and such filings. These risks and
uncertainties could cause actual results to differ materially from
results expressed or implied by forward-looking statements contained
in this document. These forward-looking statements speak only as of
the date of this document.

    CONTACT: Accelrys
             John J. Hanlon, 858-799-5575
             jhanlon@accelrys.com
             or
             Ian Clements (Press Inquiries), 858-799-5440
             iclements@accelrys.com
             www.accelrys.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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