FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 1999, or [_] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________________ to _________________ COMMISSION FILE NUMBER 0-12943 CYPRESS BIOSCIENCE, INC. (Exact Name of Registrant as specified in its charter) DELAWARE 22-2389839 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4350 EXECUTIVE DRIVE, SUITE 325, SAN DIEGO, CALIFORNIA 92121 (Address of principal executive offices) (zip code) (858) 452-2323 (Registrant's telephone number including area code) __________________________________ Indicate by check (X) whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] AT AUGUST 6, 1999, 46,089,629 SHARES OF COMMON STOCK OF THE REGISTRANT WERE OUTSTANDING. The Company hereby amends and restates the following page reference numbers located in the table of contents as follows: TABLE OF CONTENTS Page ---- PART I - FINANCIAL INFORMATION Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations................................ 9 Item 3 - Quantitative and Qualitative Disclosure About Market Risk.......... 14 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations The Company hereby amends and restates the second sentence of paragraph 5 of its "Results of Operations" subsection of its Management's Discussion and Analysis of Financial Condition and Results of Operations, as follows: "The increases in sales and marketing expenses of approximately 175% and 219% for the quarter and six months ended June 30, 1999, respectively, primarily resulted from the hiring of a sales force and other activities associated with the launch of the Prosorba column for RA in April 1999." 1. 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 thereunto duly authorized. Cypress Bioscience, Inc. August 24, 1999 /s/ Jay D. Kranzler - --------------------------- -------------------------------------------- Date Jay D. Kranzler, M.D., Ph.D. Chief Executive Officer and Chairman of the Board (Principal Executive Officer and Acting Principal Accounting and Financial Officer) 16