UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~________________~~FORM 8-K

Form 8-K

CURRENT REPORT

Pursuant toTo Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): June 28, 2010~~

~~________________~~Date of earliest event reported: June 30, 2010

~~SYMYX~~Symyx ~~TECHNOLOGIES~~Technologies, ~~INC~~Inc.

(Exact Name ofOf Registrant as Specified in Charter)

Delaware	~~000-27765~~	77000-~~0397908~~27765	77-0397908
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
1263 East Arques Avenue		94085
1263 East Arques Avenue, Sunnyvale, CA			94085
Sunnyvale, California		(Zip Code)
(Address of Principal Executive Offices)			(Zip Code)
(Address of principal executive offices)

(408) 764-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former ~~Name~~name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

T¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ rePre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.01 ~~Other~~. ~~Events~~Completion of Acquisition or Disposition of Assets.

~~Additional~~On ~~Information~~July 1, ~~For~~2010, Symyx ~~Stockholders~~Technologies, Inc., a Delaware corporation (“Symyx”), completed the previously announced merger (the “Merger”) of Alto Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Accelrys, Inc. (“Accelrys”), with and into Symyx, whereby Symyx became a wholly-owned subsidiary of Accelrys. The Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization, dated April 5, 2010, by and among Accelrys, Symyx and Merger Sub (the “Merger Agreement”).

~~The~~Pursuant ~~following~~to ~~information~~the ~~supplements~~terms of the ~~Joint~~Merger ~~Proxy~~Agreement, ~~Statement/Prospectus~~at ofthe ~~Symyx~~effective ~~Technologies,~~time ~~Inc.~~of the Merger (the “~~Symyx~~Effective Time”), each outstanding share of Symyx common stock was cancelled and ~~Accelrys,~~converted ~~Inc~~into the right to receive 0.7802 shares of Accelrys common stock (the “~~Accelrys~~Exchange Ratio”). ~~filed~~No byfractional shares of Accelrys ~~pursuant~~common tostock ~~Rule~~will ~~424(b)(3)~~be issued in connection with the ~~Securities~~Merger and ~~Exchange~~holders ~~Commission~~of ~~(the~~Symyx ~~“SEC”)~~common onstock ~~May~~are ~~19,~~entitled ~~2010~~to ~~(the~~receive ~~“Joint~~cash ~~Proxy~~in ~~Statement/Prospectus”)~~lieu ~~relating~~of any fractional shares to ~~the~~which ~~contemplated~~they ~~merger~~would (otherwise be entitled. In addition, at the ~~“Merger”)~~Effective ofTime ~~Accelrys~~all ~~and~~outstanding options to purchase Symyx, ~~and~~common stock ~~should~~were beassumed ~~read~~by inAccelrys ~~conjunction~~and ~~with~~converted ~~the~~into ~~Joint~~options ~~Proxy~~to ~~Statement/Prospectus~~purchase ~~(capitalized~~Accelrys ~~terms~~common ~~not~~stock, ~~defined~~in ~~here~~each ~~are~~case ~~defined~~appropriately inadjusted based on the ~~Joint~~Exchange ~~Proxy~~Ratio. ~~Statement/Prospectus):~~

The ~~disclosure~~foregoing ~~under~~description of the ~~heading~~Merger ~~“Update~~Agreement onand ~~Background of~~ the Merger” ~~that~~is ~~was~~not ~~added~~complete and is subject to, and qualified in its entirety by, the ~~Joint~~full ~~Proxy~~text ~~Statement/Prospectus~~of the ~~through~~Merger aAgreement, which was attached as Exhibit 2.1 to Symyx’s Current Report on a Form 8-K filed bywith ~~Symyx~~the onSecurities ~~June~~and ~~25,~~Exchange ~~2010~~Commission is(the ~~revised~~“SEC”) toon ~~add~~April 6, 2010, the ~~following~~terms ~~disclosure~~of towhich ~~the~~are ~~end~~incorporated herein ~~thereof:~~by reference.

OnItem ~~June 28, 2010, Symyx again received a modified proposal from Certara to acquire all of the outstanding capital stock of Symyx, again for $5~~3.~~75 per share in cash, together with a modified signed guarantee of financing from Vector and a merger agreement that Certara had signed, together with additional related documentation~~01. ~~The~~ ~~signed~~Notice ~~guarantee~~ of ~~financing~~Delisting ~~from~~or ~~Vector and~~Failure ~~merger agreement signed by Certara were modified from the previous documents delivered on June 23, 2010, among other things,~~ to ~~remove~~Satisfy ~~the requirement that the Symyx Board recommend against the Merger, to remove the obligation to determine that the offer is~~ a ~~Company~~Continued ~~Superior~~Listing ~~Offer,~~Rule ~~and~~or toStandard; ~~provide~~Transfer ~~that~~of ~~if the Symyx stockholders did not approve the Merger, then the Certara offer would remain open until July 2, 2010~~Listing. ~~Certara characterized this offer as Certara’s “best and final” offer.~~

~~The~~On ~~Symyx board of directors met on June 28~~July 1, 2010, ~~and~~connection ~~after evaluating the modified proposal in consultation~~ with ~~Symyx’s management, financial advisor and outside counsel,~~ the ~~Symyx~~completion ~~board~~ of ~~directors concluded that~~ the ~~June 28~~Merger, ~~2010~~Symyx ~~Certara~~notified ~~modified~~The ~~offer~~NASDAQ toStock ~~purchase~~Market ~~Symyx~~LLC ~~for~~(“NASDAQ”) ~~$5.75~~that each ~~per~~outstanding share inof ~~cash~~Symyx ~~was~~common ~~not~~stock awas ~~Company~~cancelled ~~Superior Offer,~~ and ~~was~~converted ~~not~~into athe ~~proposal~~right ~~that would be reasonably likely~~ to ~~lead~~receive toshares ~~a Company Superior Offer. The Symyx board~~ of ~~directors~~Accelrys ~~reached~~common ~~this~~stock ~~conclusion~~and ~~based~~requested onthat aNASDAQ ~~number~~file ofwith ~~factors, including that~~ the ~~Certara~~SEC ~~modified offer at $5.75 per share was inadequate from~~ a ~~financial~~notification ~~point~~ of ~~view,~~removal ~~considering~~from ~~the~~listing ~~price~~on ~~offered~~Form in25 ~~comparison~~ to ~~the~~report ~~terms~~that shares of Symyx ~~the~~common ~~proposed~~stock ~~Merger~~will ~~and~~no ~~long-term~~longer ~~value~~be ~~which~~listed on the ~~Merger~~NASDAQ ~~could~~Global ~~provide~~Select ~~to Symyx stockholders, and Symyx’s valuation as a stand-alone company~~Market.

~~Accordingly,~~Item ~~Symyx had no Company Superior Offer under consideration, nor a proposal that would be reasonably likely to lead to a Company Superior Offer~~3. ~~As a result, the Symyx board of directors also reaffirmed its recommendation to the Symyx stockholders that the Symyx stockholders vote “FOR” the Symyx Merger Proposal~~03. ~~Pursuant~~ toMaterial ~~the~~Modification ~~Joint Proxy Statement/Prospectus, the Accelrys and Symyx stockholder meetings~~ to ~~vote~~Rights onof ~~the~~Security ~~proposed Merger continue to be scheduled for June 30, 2010~~Holders.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

In connection with the Merger and at the Effective Time, holders of Symyx common stock immediately prior to such time ceased to have any rights as stockholders in Symyx (other than their right to receive shares of Accelrys common stock pursuant to the Merger Agreement).

Item 5.01.

Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

In connection with the Merger and at the Effective Time, a change of control of Symyx occurred and Symyx became a wholly-owned subsidiary of Accelrys.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger and at the Effective Time, each of the then-current directors and officers of Symyx resigned.

Immediately following the Effective Time, (i) David R. Mersten, the sole director of Merger Sub, became the sole director of Symyx and (ii) Max Carnecchia, the President and Chief Executive Officer of Merger Sub, and Michael A. Piraino, Chief Financial Officer, Vice President and Treasurer of Merger Sub, became the President and Chief Executive Officer and Chief Financial Officer, Vice President and Treasurer of Symyx, respectively.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Merger and at the Effective Time, Symyx’s certificate of incorporation and bylaws were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of Symyx are attached as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Letter from Certara Corporation, dated June 28, 2010
99.2		Form of Agreement and Plan of Merger provided by Certara to Symyx
99.3		Guarantee by Vector provided by Certara to Symyx

(d) Exhibits

Important Additional Information and Where to Find It


Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Symyx Technologies, Inc.

3.2		Amended and Restated Bylaws of Symyx Technologies, Inc.

~~This~~3 communication is being made in respect of the proposed business combination involving Accelrys and Symyx. In connection with the proposed transaction, Accelrys has filed a Registration Statement on Form S-4 containing a joint proxy statement/prospectus of Accelrys and Symyx. Investors and security holders are urged to carefully read the Registration Statement on Form S-4 and related joint proxy statement/prospectus and other documents filed with the SEC by Accelrys and Symyx because they contain important information about the proposed transaction, including with respect to risks and uncertainties that could delay or prevent the completion of the proposed merger. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s web site at www.sec.gov and by directing a request when such a filing is made to Accelrys at 10188 Telesis Court, San Diego, California 92121-1761, Attention: Corporate Secretary or by directing a request when such a filing is made to Symyx Technologies, Inc., 3100 Central Expressway, Santa Clara, CA 95051, Attention: Corporate Secretary. Investors and security holders may obtain free copies of the documents filed with the SEC on Accelrys’s website at www.Accelrys.com or Symyx’s website at www.Symyx.com or the SEC’s website at www.sec.gov.

Accelrys, Symyx and their respective directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposed transaction. Information regarding the interests of these directors and executive officers in the proposed transaction is included in the joint proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Accelrys is also included in Accelrys’s most recent definitive proxy statement, which was filed with the SEC on July 21, 2009. Additional information about the directors and executive officers of Symyx is set forth in Symyx’s most recent definitive proxy statement, which was filed with the SEC on April 29, 2009.

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.

	Symyx Technologies, Inc.
Date: June 28, 2010	By:	/s/ Charles Haley
		Charles Haley
		Senior Vice President and
		General Counsel


Symyx Technologies, Inc.

By:		/S/ DAVID R. MERSTEN
		David R. Mersten
		Vice President and Secretary

~~EXHIBIT~~Dated: ~~INDEX~~July 7, 2010

Exhibit Number		Description
99.1		Letter from Certara Corporation, dated June 28, 2010
99.2		Agreement and Plan of Merger provided by Certara to Symyx
99.3		Guarantee by Vector provided by Certara to Symyx

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