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): August 12, 2004
Tularik Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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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 August 12, 2004, Tularik Inc. (“Tularik”) held a special meeting of its stockholders to vote on the proposed merger of Tularik into Arrow Acquisition, LLC, a wholly owned subsidiary of Amgen Inc., pursuant to the Agreement and Plan of Merger, dated March 28, 2004 (the “Merger Agreement”), by and among Amgen Inc., Arrow Acquisition, LLC and Tularik. At the meeting, a majority of the outstanding shares of Tularik common stock entitled to vote were cast in favor of the merger, the Merger Agreement and the transactions contemplated by the Merger Agreement. There was no further business discussed at the special meeting. Completion of the merger is expected to occur shortly, subject to satisfaction of customary closing conditions.
This Form 8-K contains a “forward-looking” statement relating to the completion of the merger. This forward-looking statement is subject to risks and uncertainties that could delay or prevent the completion of the merger, including the satisfaction of the closing conditions set forth in the Merger Agreement. 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.
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| | TULARIK INC. |
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Dated: August 12, 2004 | | /s/ WILLIAM J. RIEFLIN
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| | William J. Rieflin |
| | Executive Vice President, Administration |
| | Chief Financial Officer |