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): January 20, 2005
AMYLIN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 0-19700 | | 33-0266089 |
(State or Other Jurisdiction of
Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
9360 Towne Centre Drive, Ste. 110
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 552-2200
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ 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))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On January 20, 2005, Amylin Pharmaceuticals, Inc. (the “Company”) entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC (collectively, the “Underwriters”) relating to the sale to the Underwriters of 8 million shares (the “Offering Shares”) of the Company’s common stock, par value $0.001 per share, and the granting of an over-allotment option to purchase up to an additional 1.2 million shares (which, together with the Offering Shares, are referred to herein as the “Shares”) of the Company’s common stock to the Underwriters. The Company filed a preliminary prospectus supplement dated January 18, 2005 relating to the issuance and sale of the Shares with the Securities and Exchange Commission on January 18, 2005.
Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and incorporated by reference herein.
Section 8 – Other Events
Item 8.01. Other Events.
Attached as Exhibit 5.1 is the opinion of Cooley Godward LLP relating to the legality of the Shares.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(C) Exhibits.
Number | | Description |
| | |
1.1 | | Underwriting Agreement, dated January 20, 2005, by and among Amylin Pharmaceuticals, Inc., Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC. |
| | |
5.1 | | Opinion of Cooley Godward LLP. |
| | |
23.1 | | Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMYLIN PHARMACEUTICALS, INC. |
| | |
| | |
Dated: January 21, 2005 | By: | /s/ Lloyd A. Rowland |
| | Lloyd A. Rowland |
| | Vice President, General Counsel and Secretary |
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INDEX TO EXHIBITS
1.1 | | Underwriting Agreement, dated January 20, 2005, by and among Amylin Pharmaceuticals, Inc., Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC. |
| | |
5.1 | | Opinion of Cooley Godward LLP. |
| | |
23.1 | | Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1 |
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