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): April 7, 2004
Tularik Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-28397 | 94-3148800 | |
| (Commission File No.) | (IRS Employer Identification No.) |
1120 Veterans Boulevard
South San Francisco, CA 94080 USA
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 825-7000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On April 7, 2004, a purported class action complaint was filed in the Superior Court of the State of California for the County of San Mateo against Tularik Inc., a Delaware corporation (the “Company”), each of the members of the Company’s Board of Directors, the Chairman of the Board of Directors of the Company and Amgen Inc., a Delaware corporation (“Amgen”). The complaint generally alleges breaches of the defendants’ fiduciary duty to the Company’s stockholders in connection with the proposed acquisition of all of the publicly owned shares of the Company’s common stock by Amgen, through the merger of the Company with and into Arrow Acquisition, LLC, a wholly owned subsidiary of Amgen, in exchange for shares of common stock of Amgen (the “Merger”). The complaint seeks, among other things, to enjoin the Merger and unspecified damages from the defendants. The Company anticipates that similar actions may be filed in the future. The Company believes that the lawsuit is without merit and intends to contest it vigorously. No trial date has been scheduled for this case.
This Form 8-K contains “forward-looking” statements. For this purpose, any statements contained in this Form 8-K that are not statements of historical fact may be deemed to be forward-looking statements, including statements related to future results in any litigation. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “may,” “seek,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results indicated by such forward-looking statements. Important factors that could cause results to differ include, but are not limited to, whether the Company will be able to successfully defend any lawsuits, including the purported securities class actions, the inherent uncertainties and risks of litigation that may cause the Company to review and alter its litigation strategy and the risk of potential adverse rulings in any litigation. The Company does not undertake any obligation to update forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| TULARIK INC. | ||
Dated: May 3, 2004 | /s/ William J. Rieflin | |
William J. Rieflin | ||
Executive Vice President, Administration | ||
Acting Chief Financial Officer | ||
