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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-19700
AMYLIN PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0266089
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9373 TOWNE CENTRE DRIVE, SAN DIEGO, CALIFORNIA 92121
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(858) 552-2200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check mark 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT MAY 4, 2001
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Common Stock, $.001 par value 63,507,133
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AMYLIN PHARMACEUTICALS, INC.
TABLE OF CONTENTS
PAGE NO.
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COVER PAGE....................................................................... 1
TABLE OF CONTENTS................................................................ 2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2001 (unaudited)
and December 31, 2000................................................... 3
Condensed Consolidated Statements of Operations for the three months
ended March 31, 2001 and 2000 (unaudited)............................... 4
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2001 and 2000 (unaudited)............................... 5
Notes to Condensed Consolidated Financial Statements.................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 7
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.............. 10
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings....................................................... *
ITEM 2. Changes in Securities and Use of Proceeds............................... 11
ITEM 3. Defaults upon Senior Securities......................................... *
ITEM 4. Submission of Matters to a Vote of Security Holders..................... 11
ITEM 5. Other Information....................................................... *
ITEM 6. Exhibits and Reports on Form 8-K........................................ 11
SIGNATURE........................................................................ 12
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* No information provided due to inapplicability of item.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMYLIN PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DECEMBER 31,
2001 2000
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(UNAUDITED) (NOTE 1)
Assets
Current Assets:
Cash and cash equivalents ................................... $ 10,709 $ 6,265
Short-term investments ...................................... 57,357 76,634
Other current assets ........................................ 5,397 2,727
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Total current assets ............................................ 73,463 85,626
Property and equipment, net ..................................... 2,244 1,999
Patents and other assets, net ................................... 3,193 3,010
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$ 78,900 $ 90,635
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities .................... $ 7,582 $ 6,706
Current portion of notes payable ............................ 540 540
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Total current liabilities ....................................... 8,122 7,246
Other notes payable, net of current portion ..................... 945 1,080
Note payable to Johnson & Johnson ............................... 52,619 51,023
Stockholders' Equity:
Common stock, $.001 par value, 100,000 shares authorized,
63,498 and 63,383 issued and outstanding at March 31,
2001 and December 31, 2000, respectively ................ 63 63
Additional paid-in capital .................................. 367,798 367,022
Accumulated deficit ......................................... (350,747) (335,772)
Deferred compensation ....................................... (324) (307)
Accumulated other comprehensive income ...................... 424 280
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Total stockholders' equity ...................................... 17,214 31,286
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$ 78,900 $ 90,635
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See accompanying notes to condensed consolidated financial statements.
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AMYLIN PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
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2001 2000
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(UNAUDITED)
Operating expenses:
Research and development ...................................... $ 10,900 $ 6,252
General and administrative .................................... 3,897 2,711
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14,797 8,963
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Loss from operations ............................................ (14,797) (8,963)
Interest and other income ....................................... 1,460 889
Interest and other expense ...................................... (1,638) (1,462)
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Net loss ........................................................ $(14,975) $ (9,536)
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Net loss per share -- basic and diluted ......................... $ (0.24) $ (0.17)
======== ========
Shares used in computing net loss applicable to common
stock per share -- basic and diluted ............................ 63,484 57,533
======== ========
See accompanying notes to condensed consolidated financial statements.
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AMYLIN PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
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2001 2000
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(UNAUDITED)
Operating activities:
Net loss ....................................................... $ (14,975) $ (9,536)
Adjustments to reconcile net loss to net cash used for
operating activities:
Depreciation and amortization .............................. 273 176
Amortization of deferred compensation ...................... 63 392
Issuance of warrants for services .......................... 411 --
Amortization of debt discount .............................. 299 299
Accrued interest added to notes payable .................... 1,297 1,112
Changes in operating assets and liabilities:
Other current assets ................................... (2,670) (255)
Accounts payable and accrued liabilities .............. 876 (422)
Other assets and other, net ............................ (19) 27
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Net cash flows used for operating activities ....... (14,445) (8,207)
Investing activities:
Purchases of short-term investments .................... (88,327) (245,572)
Sales and maturities of short-term investments ......... 107,748 180,895
Purchase of fixed assets ............................... (468) (131)
Increase in patents .................................... (214) (165)
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Net cash flows provided by (used for) investing
activities ....................................... 18,739 (64,973)
Financing activities:
Principal payments on capital leases and notes payable ......... (135) (348)
Issuance of common stock, net .................................. 285 97,025
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Net cash flows provided by financing activities .... 150 96,677
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Change in cash and cash equivalents ............................. 4,444 23,497
Cash and cash equivalents at beginning of period ................ 6,265 8,171
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Cash and cash equivalents at end of period ...................... $ 10,709 $ 31,668
========= =========
Supplemental disclosure of cash flow information:
Interest paid .................................................. $ 37 $ 49
See accompanying notes to condensed consolidated financial statements.
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AMYLIN PHARMACEUTICALS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The information contained herein has been prepared in accordance with
instructions for Form 10-Q and Article 10 of Regulation S-X. The information as
of March 31, 2001 and for the three months ended March 31, 2001 and March 31,
2000 are unaudited. In the opinion of management, the information reflects all
adjustments necessary to make the results of operations for the interim periods
a fair statement of such operations. All such adjustments are of a normal
recurring nature. Interim results are not necessarily indicative of results for
a full year. The balance sheet at December 31, 2000 has been derived from the
audited financial statements at that date but does not include all information
and footnotes required by generally accepted accounting principles for complete
financial statements. For more complete financial information, these financial
statements should be read in conjunction with the audited financial statements
included in our Annual Report on Form 10-K for the year ended December 31, 2000.
PER SHARE DATA
Basic and diluted net loss applicable to common stock per share is computed
using the weighted average number of common shares outstanding during the
periods. Common stock equivalents from stock options and warrants are excluded
from the calculation of diluted loss per share for all periods presented because
the effect is antidilutive.
CONSOLIDATION
The consolidated financial statements include the accounts of Amylin and our
wholly owned subsidiary, Amylin Europe Limited. All significant intercompany
transactions and balances have been eliminated in consolidation.
2. INVESTMENTS
We have classified our debt securities as available-for-sale, and
accordingly, carry our short-term investments at fair value, and unrealized
holding gains or losses on these securities are carried as a separate component
of stockholders' equity. The amortized cost of debt securities in this category
is adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization is included in interest income. Realized gains and losses and
declines in value judged to be other-than-temporary (of which there have been
none to date) on available-for-sale securities are included in interest income.
The cost of securities sold is based on the specific identification method.
3. OTHER CURRENT ASSETS
Other current assets include receivables, prepaid expenses, deposits and
advances to suppliers to secure commercial grade bulk drug material. In
accordance with commitments made to bulk drug suppliers and consistent with our
commercialization plans, we have begun to procure bulk drug material to prepare
for the planned commercialization of SYMLIN, pending United States Food and Drug
Administration ("FDA") approval. At March 31, 2001 and December 31, 2000 other
current assets includes $4.2 million and $1.1 million of advances to purchase
such drug material, respectively.
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4. COMPREHENSIVE INCOME
SFAS No. 130, Reporting Comprehensive Income ("SFAS 130"), requires reporting
and displaying comprehensive income (loss) and its components which, for the
Company, includes net loss and unrealized gains and losses on investments. In
accordance with SFAS 130, the accumulated balance of other comprehensive income
is disclosed as a separate component of stockholders' equity. For the three
months ended March 31, 2001 and 2000, the comprehensive loss consisted of:
Three months ended March 31,
----------------------------
2001 2000
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Net loss $(14,975) $ (9,536)
Other comprehensive gain (loss):
Unrealized gain (loss) on
investments: 144 (75)
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Comprehensive loss $(14,381) $ (9,611)
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5. SUBSEQUENT EVENT
On May 14, 2001, the Company announced the sale of approximately 4.1 million
shares (the "Shares) of common stock priced at $10.00 per share in a private
placement to select institutional and individual investors (the "Private
Placement"). The Private Placement included the sale of approximately 3.5
million shares of newly issued stock by the Company (the "Company Shares") and
600,000 shares by an existing stockholder (the "Stockholder Shares"). The
Company agreed to file a registration statement for the resale of the Shares
within 10 days from the execution of the purchase agreements in connection with
the Private Placement. The closing of the Private Placement is subject to
certain closing conditions, including receipt of notice of the Securities and
Exchange Commission's willingness to declare effective the resale registration
statement. At closing, the Company expects to receive gross proceeds of
approximately $35 million from the sale of the Company Shares. The Company will
not receive any proceeds from the sale of the Stockholder Shares.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for the historical information contained herein, the discussion in
this report contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
in this report due to risks and uncertainties regarding, among other things, the
timing of the European submission for regulatory approval for SYMLIN(TM)
(pramlintide acetate) and, if regulatory approvals are received, time to market
thereafter, our ability to commercialize SYMLIN, our ability to enter into sales
distribution, marketing and/or corporate partnering agreements with respect to
SYMLIN and AC2993 (synthetic exendin-4), and the results of our preclinical and
clinical studies of our drug candidates, including AC2993, AC2993 LAR and
AC3056. Additional factors that could cause or contribute to such differences
include, without limitation, those discussed in the section entitled "Liquidity
and Capital Resources" herein as well as those discussed in our annual report on
Form 10-K for the year ended December 31, 2000, under the heading "Risk
Factors."
BACKGROUND
Amylin Pharmaceuticals, Inc. is engaged in the discovery, development and
commercialization of drug candidates for the treatment of metabolic disorders.
In December 2000, we submitted a New Drug Application ("NDA") to the FDA for
approval to market SYMLIN, our lead diabetes drug candidate, which is targeted
for people with diabetes that use insulin. Our second drug candidate, AC2993
(synthetic exendin-4) is in Phase 2 clinical studies and is targeted for people
with type 2 diabetes. Our third drug candidate, AC3056, is a compound that was
in-licensed from Aventis Pharma (formerly Hoechst Marion Roussel). AC3056 is in
Phase 1 clinical studies and is being evaluated for potential utility in the
treatment of metabolic disorders relating to cardiovascular disease. In May
2000, we entered into a collaboration agreement with Alkermes, Inc., a company
specializing in the development of products based on proprietary drug delivery
technologies, for the development, manufacture and commercialization of an
injectable long acting formulation of AC2993, or AC2993 LAR, with the goal of
developing a product that would enable a once a month administration of AC2993.
This program entered Phase 1 evaluation in March 2001.
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Since our inception in September 1987, we have devoted substantially all of
our resources to our research and development programs. Substantially all of our
revenues to date have been derived from fees and expense reimbursements under
earlier SYMLIN collaborative agreements and from interest income. We currently
have no product sales and have not received any revenues from the sale of our
drug candidates. We have been unprofitable since inception and expect to incur
additional operating losses for the next few years. As of March 31, 2001, our
accumulated deficit was approximately $351 million.
From June 1995 to August 1998, we collaborated with Johnson & Johnson on the
development and commercialization of SYMLIN. Under the collaboration agreement,
Johnson & Johnson made payments to us totaling approximately $174 million.
Johnson & Johnson terminated the collaboration agreement effective in August
1998. As a result of Johnson & Johnson's withdrawal, they relinquished all
rights to share in any SYMLIN profits and all product and other rights
associated with SYMLIN and related compounds have reverted to Amylin. We
reported positive Phase 3 clinical data in August 1999 for SYMLIN for people
with type 2 diabetes who use insulin and in November 1999 for people with type 1
diabetes.
In late 1999, we began a ramp-up of our internal workforce and external
contractors to enable us to prepare for a number of activities, including the
filing of the NDA, the completion of our European application for marketing
approval of SYMLIN, the planned commercialization of SYMLIN (pending FDA
approval) and the continued research and development of our other drug
candidates, including AC2993, AC3056 and AC2993 LAR.
In February 2000, we completed a private sale of common stock to select
institutional and individual investors generating net proceeds of approximately
$95.7 million.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001
OPERATING EXPENSES
Our total operating expenses for the quarter ended March 31, 2001 increased
to $14.8 million from $9.0 million for the comparable period in 2000. Research
and development expenses for the three months ended March 31, 2001 increased to
$10.9 million from $6.3 million for the same period in 2000, and general and
administrative expenses increased to $3.9 million from $2.7 million for the
comparable 2000 period.
The $4.6 million increase in research and development expenses in the current
quarter as compared to the same period in 2000 reflects primarily costs
associated with the AC2993 LAR development program due to our collaboration with
Alkermes, an increase in the number of employees and, to a lesser degree, costs
associated with our other development programs. The AC2993 LAR costs incurred in
the first quarter of 2001 include development costs, a $500,000 milestone
payment and the issuance of a warrant to purchase 50,000 shares of our common
stock at $10.01 per share. The warrant was valued at $411,000 using the
Black-Scholes valuation methodology. The milestone payment and warrant issuance
were based on the entry of AC2993 LAR into phase 1 clinical trials in March
2001.
The $1.2 million increase in general and administrative expenses in the
current quarter reflects primarily an increase in our number of employees and
facilities costs to support our higher level of activity.
OTHER INCOME AND EXPENSE
Interest and other income was $1.5 million for the three-month period ended
March 31, 2001, compared to $0.9 million for the same period in 2000. This
increase in interest and other income in the current year reflects investment
earnings on higher average cash balances in the current quarter.
Interest and other expense was $1.6 million for the three months ended March
31, 2001 compared to $1.5 million for the same period in 2000. The slight
increase in interest and other expense in the current year is the result of
higher Johnson & Johnson debt levels due to additional accrued interest added to
principal.
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NET LOSS
The net loss for the quarter ended March 31, 2001 was $15.0 million compared
to a net loss of $9.5 million for the same period in 2000. The increase in the
net loss reflects the increased operating expenses discussed above, partially
offset by the improvement in interest and other income.
We expect to incur substantial operating losses for the remainder of 2001 and
at least the next few years due to continuing expenses associated with preparing
for the commercialization of SYMLIN, the continuation and potential expansion of
our other research and development programs, including the clinical development
of AC2993, AC2993 LAR and AC3056, and related general and administrative
support. Operating losses may fluctuate from quarter to quarter as a result of
differences in the timing of expenses incurred and revenues recognized.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have financed our operations primarily through private
placements of common stock and preferred stock, public offerings of common
stock, reimbursement of SYMLIN development expenses through the collaboration
with Johnson & Johnson, and other debt financings.
At March 31, 2001, we had $68.1 million in cash, cash equivalents and
short-term investments as compared to $82.9 million at December 31, 2000.
As of March 31, 2001, we owe Johnson & Johnson approximately $56.5 million
pursuant to debt incurred in connection with the collaboration agreement that
terminated in 1998. The amount presented in the condensed consolidated balance
sheet at March 31, 2001 of $52.6 million is net of a debt discount of $3.9
million which represents the unamortized portion of the value assigned to
warrants issued to Johnson & Johnson. Repayment obligations on this debt
commence in June 2005, however, repayment may be accelerated in the event that
we enter into certain specified change in control transactions, specified types
of agreements for SYMLIN or certain types of financing arrangements subsequent
to approval of the SYMLIN NDA by the FDA. Additionally, we owe $1.5 million
pursuant to equipment financing which is payable in equal monthly installments
through December 2003.
We used cash of $14.4 million and $8.2 million for our operating activities
in the quarters ended March 31, 2001 and 2000, respectively. Investing
activities provided $18.7 million in the quarter ended March 31, 2001 and used
$65.0 million in the quarter ended March 31, 2000. Investing activities in both
periods consisted primarily of purchases and sales of short-term investments,
purchases of laboratory and office equipment and increases in patents. Financing
activities provided $0.2 million and $96.7 million in the quarters ended March
31, 2001 and 2000, respectively. These amounts consist of proceeds from the sale
of common stock, offset by payments on capital leases and notes payable. There
were no significant proceeds from the sale of common stock in the quarter ended
March 31, 2001. The significant component of the cash provided from financing
activities in the quarter ended March 31, 2000 was a private placement of common
stock for net proceeds of approximately $95.7 million.
Our net change in cash, cash equivalents and short-term investments in the
first quarter ended March 31, 2001 was $14.8 million. This includes
approximately $3.1 million incurred to secure commercial grade bulk drug
material pursuant to commitments made to bulk suppliers and consistent with our
SYMLIN commercialization plans. We expect the rate in which we use our cash to
increase only moderately in the second quarter of 2001 and at a higher rate in
the second half of 2001. However, the larger cash expenditures associated with
the hiring and deployment of a SYMLIN sales force and expanded clinical programs
are subject to the approval of the SYMLIN NDA by the FDA and positive data from
ongoing clinical trials.
We intend to use our existing financial resources for continuing costs
associated with preparing for the planned commercialization of SYMLIN, the
continuation and potential expansion of our other research and development
programs, including the clinical development of AC2993, AC2993 LAR and AC3056,
and related general and administrative support. Research and development
expenses will include costs of supplying materials for and/or conducting
clinical trials. The amounts actually expended for each purpose may vary
significantly depending upon numerous factors, including the progress of our
research and development programs, the results of preclinical and clinical
studies, the timing of regulatory submissions and approvals, and, if approvals
are received, time to market
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thereafter, technological advances, determination as to the commercial potential
of our product candidates and other preclinical compounds currently under
development, and the status of competitive products. Expenditures will also
depend upon the availability of additional sources of funds, the establishment
of commercial or collaborative arrangements with other companies, and other
factors.
We do not expect to generate a positive internal cash flow for at least the
next few years due to additional research and development costs, including costs
related to research, preclinical testing, clinical trials, manufacturing costs,
and general administrative expenses necessary to support such activities.
The rate at which we use our current cash balances as well as any future
capital requirements will depend on many factors, including our ability to
complete the European application for marketing approval for SYMLIN, our ability
to commercialize SYMLIN and to establish commercialization arrangements for
SYMLIN and our other drug candidates, our ability to progress with other ongoing
and new preclinical studies and clinical trials, the time and costs involved in
obtaining regulatory approvals, scientific progress in research and development
programs, the magnitude of these programs, the costs involved in preparing,
filing, prosecuting, maintaining, enforcing or defending against patents,
competing technological and market developments, changes in collaborative
relationships, and any costs of manufacturing scale-up.
Prior to marketing, potential drug candidates must undergo rigorous
preclinical and clinical testing and an extensive regulatory approval process
mandated by the FDA and equivalent foreign authorities. Subject to compliance
with FDA and foreign authority regulations, we continue to undertake extensive
clinical testing in an effort to demonstrate optimal dose, safety, and efficacy
for drug candidates in humans. Further testing or use of SYMLIN, AC2993, AC3056,
and our other drug candidates in research or development may reveal undesirable
and unintended side effects or other characteristics that may prevent or limit
their commercial use. As is the case for any drug in clinical testing, we or the
regulatory authorities may suspend clinical trials at any time if the patients
participating in such trials are being exposed to unacceptable health risks. We
may encounter problems in clinical trials that would cause the regulatory
authorities or us to delay or suspend clinical trials. In addition, we may not
obtain regulatory approval of any of our drug candidates for any indication. New
product candidates, if any, resulting from our research programs are not
expected to be commercially available for a number of years.
We believe that patent and other proprietary rights are important to our
business, and in this regard we intend to file applications as appropriate for
patents covering our products and processes. Litigation, which could result in
substantial cost, may also be necessary to enforce our patents. Litigation,
whether or not there is any basis for it, may also be required to determine the
scope and validity of third-party proprietary rights.
NEW ACCOUNTING PRONOUNCEMENTS
The FASB, has issued SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, which establishes accounting and reporting standards for
derivative instruments and hedging activities. The Statement requires the
recognition of all derivatives on the consolidated balance sheet at fair value.
The FASB subsequently delayed implementation of the standard for the financial
years beginning after June 15, 2000. Amylin Pharmaceuticals, Inc. adopted the
new Statement effective January 1, 2001. The impact on the consolidated
financial statements is not material.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We invest our cash and short-term investments primarily in U.S. government
securities and marketable securities of financial institutions and corporations
with strong credit ratings. These instruments have various short-term
maturities. We do not utilize derivative financial instruments, derivative
commodity instruments or other market risk sensitive instruments, positions or
transactions in any material fashion. Accordingly, we believe that, while the
instruments we hold are subject to changes in the financial standing of the
issuer of such securities, we are not subject to any material risks arising from
changes in interest rates, foreign currency exchange rates, commodity prices,
equity prices or other market changes that affect market risk sensitive
investments. Our debt is not subject to significant swings in valuation as
interest rates on our debt approximate current market interest rates.
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In March 2001, we issued a warrant to purchase 50,000 shares of common stock
to Alkermes under the terms of our May 2000 collaboration agreement as a result
of the satisfaction of specified milestone events. This warrant may be exercised
at any time within seven years from the date of grant at an exercise price of
$10.01 per share. The issuance of the warrant described above was deemed to be
exempt from registration under the Securities Act of 1933, as amended, by virtue
of section 4(2) of such Act. The recipient represented its intention to acquire
the securities for investment only and not with a view to the distribution
thereof. Appropriate legends are affixed to the warrant. The recipient had
either received adequate information about the Company or had access, through
other relationships, to such information.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A Special Meeting of Stockholders was held on January 25, 2001. At this
Meeting, the stockholders of the Company approved the Company's 2001 Equity
Incentive Plan.
We had 63,321,698 shares of Common Stock outstanding as of December 22, 2000,
the record date for the Meeting. At the Meeting, 40,525,438 shares of Common
Stock were present in person or represented by proxy for the proposal indicated
above. The following sets forth detailed information regarding the results of
the voting at the Meeting:
Proposal 1: Approval of the 2001 Equity Incentive Plan
Votes in Favor: 36,934,638
Votes Against: 3,409,025
Abstentions: 181,775
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included as part of this report:
EXHIBIT NUMBER DESCRIPTION
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4.7 Warrant Agreement dated March 2, 2001 between the Registrant
and Alkermes Controlled Therapeutics, Inc. II
10.44 Registrant's Change in Control Employee Severance Benefit Plan
10.45 Registrant's 2001 Deferred Compensation Plan
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(b) Reports on Form 8-K: None.
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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.
Amylin Pharmaceuticals, Inc.
Date: May 14, 2001 By: /s/ MARK G. FOLETTA
---------------------------------
Mark G. Foletta,
Vice President Finance and
Chief Financial Officer
(on behalf of the registrant and
as the registrant's principal
financial officer)
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