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): July 21, 2003
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | | |
0-28298
(Commission File No.) | | 94-3154463
(IRS Employer Identification No.) |
3031 Research Drive
Richmond, California 94806
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(510) 222-9700
TABLE OF CONTENTS
ITEM 5. OTHER EVENTS
On July 21, 2003 Onyx Pharmaceuticals, Inc., or the Company, entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and SG Cowen Securities Corporation, together the Underwriters, relating to the sale of 5,000,000 shares of the Company’s common stock at an offering price to the public of $15.25 per share. The Underwriters have been granted a 30-day option to purchase up to an additional 750,000 shares of common stock from the Company. The offering of the common stock will be made by means of a prospectus, consisting of a prospectus supplement and a base prospectus, which has been filed with the Securities and Exchange Commission. The press release issued by the Company dated July 22, 2003, titled “Onyx Announces Pricing of Common Stock in Public Offering,” is attached hereto as Exhibit 99.1 and is herein incorporated by reference.
Neither the filing of any press release as an exhibit to this Current Report on Form 8-K nor the inclusion in such press release of a reference to the Company’s Internet address shall, under any circumstances, be deemed to incorporate the information available at such Internet address into this Current Report on Form 8-K. The information available at the Company’s Internet address is not part of this Current Report on Form 8-K or any other report filed by the Company with the Securities Exchange Commission.
Attached as Exhibit 1.1 to this Current Report on Form 8-K is the Underwriting Agreement by and among the Company and the Underwriters, dated July 21, 2003. Attached as Exhibit 5.1 to this Current Report on Form 8-K is the opinion of Cooley Godward LLP relating to the validity of the shares to be issued in the offering.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| | | |
| Exhibit Number | | Description |
| |
|
| 1.1 | | Underwriting Agreement by and among Onyx Pharmaceuticals, Inc., Morgan Stanley & Co. Incorporated, Lehman Brothers and SG Cowen Securities Corporation, dated July 21, 2003. |
| | | |
| 5.1 | | Opinion of Cooley Godward LLP. |
| | | |
| 23.1 | | Consent of Cooley Godward LLP (reference is made to Exhibit 5.1). |
| | | |
| 99.1 | | Press Release titled “Onyx Announces Pricing of Common Stock in Public Offering,” dated July 22, 2003 |
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.
| | | | | |
| | | ONYX PHARMACEUTICALS, INC.
(Registrant) |
| | | | | |
| Dated: July 22, 2003 | | By: | | /s/ Hollings C. Renton
Hollings C. Renton
Chairman of the Board,
President and Chief Executive Officer |
| | | | | |
| Dated: July 22, 2003 | | | | |
| | | By: | | /s/ Marilyn E. Wortzman
Marilyn E. Wortzman
Vice President, Finance |
EXHIBIT INDEX
| | | |
| Number | | Description |
| |
|
| 1.1 | | Underwriting Agreement by and among Onyx Pharmaceuticals, Inc., Morgan Stanley & Co. Incorporated, Lehman Brothers Inc. and SG Cowen Securities Corporation, dated July 21, 2003. |
| | | |
| 5.1 | | Opinion of Cooley Godward LLP. |
| | | |
| 23.1 | | Consent of Cooley Godward LLP (reference is made to Exhibit 5.1). |
| | | |
| 99.1 | | Press Release titled “Onyx Announces Pricing of Common Stock in Public Offering,” dated July 22, 2003. |
