<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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: 0-28298
-------
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3154463
- ------------------------------- ------------------------
(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
3031 Research Drive
Richmond, California 94806
(Address of principal executive offices)
(510) 222-9700
(Registrant's telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.
(XX) Yes ( ) No
The number of outstanding shares of the registrant's Common Stock, $0.001 par
value, was 9,809,057 as of July 31, 1997.
<PAGE>
ONYX PHARMACEUTICALS, INC.
INDEX
PART I: FINANCIAL INFORMATION
PAGE
ITEM 1. Financial Statements
Condensed balance sheets - June 30, 1997 and
December 31, 1996 3
Condensed statements of operations - three and six months
ended June 30, 1997 and 1996 4
Condensed statements of cash flows - six months ended
June 30, 1997 and 1996 5
Notes to condensed financial statements 6
ITEM 2. Management's discussion and analysis of financial
condition and results of operations 9
PART II: OTHER INFORMATION
ITEM 2. Changes in Securities 13
ITEM 4. Submission of Matters to a Vote of Security Holders 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
EXHIBIT INDEX 15
2
<PAGE>
ONYX PHARMACEUTICALS, INC.
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
----------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,152 $ 36,258
Short-term investments 30,370 4,071
Other current assets 618 638
-------- --------
Total current assets 38,140 40,967
Property and equipment, net 4,061 4,196
Notes receivable from related parties 800 396
Other assets 209 220
-------- --------
TOTAL ASSETS $ 43,210 $ 45,779
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 786 $ 693
Accrued liabilities 2,346 1,277
Accrued compensation 476 439
Deferred revenue 846 1,631
Long-term debt, current portion 270 444
-------- --------
Total current liabilities 4,724 4,484
Long-term debt, noncurrent portion - 99
Deferred rent 154 273
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares
authorized, none issued and outstanding - -
Common stock, $0.001 par value: 25,000,000 shares
authorized, 9,805,395 and 9,514,285 shares issued
and outstanding as of June 30, 1997 and December 31,
1996, respectively 10 10
Additional paid-in capital 74,682 71,132
Deferred compensation (522) (632)
Accumulated deficit (35,838) (29,587)
-------- --------
Total stockholders' equity 38,332 40,923
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 43,210 $ 45,779
-------- --------
-------- --------
</TABLE>
See accompanying notes.
3
<PAGE>
ONYX PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1997 1996 1997 1996
-------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue:
Contract and other revenue $ 303 $ 88 $ 610 $ 250
Contract revenue from related parties 1,845 1,812 3,690 3,624
-------- ------- ------- -------
Total revenue 2,148 1,900 4,300 3,874
Operating expenses:
Research and development 5,103 3,541 8,980 7,083
General and administrative 1,327 1,058 2,593 1,913
-------- ------- ------- -------
Total operating expenses 6,430 4,599 11,573 8,996
-------- ------- ------- -------
Loss from operations (4,282) (2,699) (7,273) (5,122)
Interest income, net 524 332 1,022 462
-------- ------- ------- -------
Net loss $ (3,758) $(2,367) $(6,251) $(4,660)
-------- ------- ------- -------
-------- ------- ------- -------
Net loss per share $ (0.39) $ (0.65)
-------- -------
-------- -------
Shares used in computing net loss
per share 9,680 9,602
-------- -------
-------- -------
Pro forma net loss per share $ (0.29) $ (0.63)
------- -------
------- -------
Shares used in computing pro forma
net loss per share 8,074 7,358
------- -------
------- -------
</TABLE>
See accompanying notes.
4
<PAGE>
ONYX PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF CASH FLOW
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Six months ended
June 30,
---------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,251) $ (4,660)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 865 731
Forgiveness of note receivable - 25
Amortization of deferred compensation 110 137
Changes in assets and liabilities:
Other current assets 20 73
Other assets 11 (77)
Accounts payable 93 63
Accrued liabilities 1,069 457
Accrued compensation 37 90
Deferred revenue (785) (26)
Deferred rent (119) (1,271)
--------- ---------
Net cash used in operating activities (4,950) (4,458)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments (30,370) (11,407)
Sales and maturities of short-term investments 4,071 8,704
Capital expenditures (730) (784)
Notes receivable from related parties (404) -
Proceeds from sale of fixed assets - -
--------- ---------
Net cash used in investing activities (27,433) (3,487)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (273) (220)
Net proceeds from issuance of common stock 3,550 35,311
Repurchase of common stock - -
--------- ---------
Net cash provided by financing activities 3,277 35,091
--------- ---------
Net increase (decrease) in cash and cash equivalents (29,106) 27,146
Cash and cash equivalents at beginning of the period 36,258 3,779
--------- ---------
Cash and cash equivalents at end of the period $ 7,152 $ 30,925
--------- ---------
--------- ---------
</TABLE>
See accompanying notes.
5
<PAGE>
ONYX PHARMACEUTICALS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1997
(unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1997. For further information, refer to the financial
statements and footnotes thereto for the year ended December 31, 1996
included in the ONYX Pharmaceuticals, Inc. (the "Company" or "ONYX") Annual
Report on Form 10-K.
NOTE 2. NET LOSS PER SHARE
Net loss per share is computed using the weighted average number of common
shares outstanding. Common equivalent shares are excluded from the
computation as their effect is antidilutive, except that, pursuant to the
Securities and Exchange Commission ("SEC") Staff Accounting Bulletins, common
and common equivalent shares issued during the 12-month period prior to the
filing of a registration statement in connection with the Company's initial
public offering at prices below the public offering price of $12.00 have been
included in the calculation as if they were outstanding for all periods
presented through March 31, 1996 (using the treasury stock method for stock
options at the estimated public offering price).
Pro forma net loss per share for the three and six months ended June 30, 1996
has been computed as described above and also gives effect to the conversion
of convertible preferred shares not included above that automatically
converted upon completion of the Company's initial public offering (using the
if converted method) from original date of issuance.
Historical net loss per share for 1996 is as follows:
Three months ended Six months ended
June 30, 1996 June 30, 1996
------------------ ----------------
Net loss per share $ (0.41) $ (1.29)
--------- ---------
--------- ---------
Shares used in computing net
loss per share 5,814 3,608
--------- ---------
--------- ---------
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per share, which is required to be adopted on December 31,
1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods. The impact on earnings per share for the three and six months ended
June 30, 1997 and 1996 will not be material.
6
<PAGE>
ONYX PHARMACEUTICALS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1997
(unaudited)
NOTE 3. COLLABORATIVE AGREEMENTS
In accordance with the terms of the agreement dated May 4, 1995,
Warner-Lambert Company ("Warner-Lambert") purchased 192,941 shares of common
stock of the Company on May 2, 1997 at an aggregate purchase price of
approximately $3,333,000.
NOTE 4. MARKETABLE SECURITIES - AVAILABLE-FOR-SALE
The following is a summary of available-for-sale securities as of June 30,
1997:
Available-for-sale
Securities
Estimated fair value
(in thousands)
--------------------
Cash equivalents:
U.S. corporate securities $ 2,490
Money market funds 4,662
--------
Total cash equivalents: 7,152
--------
Short-term investments:
U.S. corporate securities 12,823
Foreign corporate securities 9,896
U.S. government securities 2,037
--------
Total short-term investments 24,756
--------
Total available-for-sale securities $ 31,908
--------
--------
As of June 30, 1997, the difference between the fair value and the amortized
cost of available-for-sale securities was insignificant. The average
portfolio duration is approximately five months, and the contractual maturity
of each of the investments does not exceed two years. Held at June 30, 1997,
and excluded from short-term investments above, is $5,614,000 of certificates
of deposits.
NOTE 5. LINE OF CREDIT
In March 1997, the Company entered into a $7 million line of credit
arrangement with a bank. The line bears interest at prime plus 1% and
expires October 15, 1997. The line is secured by certain assets of the
Company and contains covenants related to maintaining debt-to-equity ratios,
tangible net worth minimums, cash and investment balances, as well as a
restriction on paying dividends or repurchasing stock. As of June 30, 1997,
no balance was outstanding on the line of credit.
7
<PAGE>
ONYX PHARMACEUTICALS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1997
(unaudited)
NOTE 6. SUBSEQUENT EVENT
On July 31, 1997, the Company signed a three-year research and development
agreement with Warner-Lambert aimed at discovering new therapeutics to
regulate inflammation and autoimmunity. Terms of the agreement provide for
receipt by the Company of an up-front licensing fee payable in three stages,
as well as milestone payments and royalties on eventual product sales. In
return, Warner-Lambert receives exclusive worldwide marketing rights to
products emerging from the collaboration. Total payments to the Company
prior to commercialization could total nearly $30 million. Warner-Lambert
has the right to terminate the agreement at its discretion on January 31,
1999 upon written notice and provided that research payments to the Company
are continued through July 31, 1999. In addition, Warner-Lambert may
terminate the research portion of the agreement, and associated research
funding and milestone payments, at its discretion if a project director
acceptable to Warner-Lambert has not been hired by ONYX prior to January 31,
1998.
8
<PAGE>
ONYX PHARMACEUTICALS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THIS OVERVIEW AND THE
FOLLOWING DISCUSSION CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE DISCUSSED HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996.
OVERVIEW
Since its inception, ONYX Pharmaceuticals, Inc. (the "Company" or "ONYX") has
been engaged in the discovery and development of novel therapeutics based
upon the genetics of human disease, with an emphasis on cancer. Currently,
the Company has five therapeutic discovery programs focused on the following
cancer mutations: p53, ras, cell cycle, BRCA1 and APC.
The Company intends to pursue its therapeutic discovery programs
independently and in collaboration with pharmaceutical companies, and to
collaborate with such companies on the development and commercialization of
any products which may result from the Company's discovery programs. The
Company has entered into collaborative agreements with Bayer Corporation
("Bayer") in the area of ras oncogenes, Warner-Lambert Company
("Warner-Lambert") in the cell cycle area and Eli Lilly and Company ("Eli
Lilly") on the function of the BRCA1 gene in breast cancer.
During the quarter ended June 30, 1997, the Company completed initial Phase I
safety studies of ONYX-015 in patients with recurrent and refractory head and
neck cancer. ONYX-015 was found to be safe and well-tolerated, as well as
biologically active. Based on the results of this first Phase I study, the
Company initiated a Phase II efficacy trial of ONYX-015 in the same patient
population. Three Phase I trials are also now underway, including pancreatic
and ovarian cancers, and gastrointestinal cancers that have metastasized to
the liver. In addition, a lead compound was identified in the ras
collaboration with Bayer Corporation.
On July 31, 1997, the Company signed a three-year research and development
agreement with Warner-Lambert aimed at discovering new therapeutics to
regulate inflammation and autoimmunity. The Company believes that expanding
into the area of inflammation is a natural step for the Company because some
of the same biochemical pathways that lead to cancer also play an important
role in the development of inflammatory disorders. Terms of the agreement
provide for receipt by the Company of an up-front licensing fee payable in
three stages, as well as milestone payments and royalties on eventual product
sales. In return, Warner-Lambert receives exclusive worldwide marketing
rights to products emerging from the collaboration. Total payments to the
Company prior to commercialization could total nearly $30,000,000.
Warner-Lambert has the right to terminate the agreement at its discretion on
January 31, 1999 upon written notice and provided that research payments to
the Company are continued through July 31, 1999. In addition, Warner-Lambert
may terminate the research portion of the agreement, and associated research
funding and milestone payments, at its discretion if a project director
acceptable to Warner-Lambert has not been hired by ONYX prior to January 31,
1998.
The Company has not been profitable since inception and expects to incur
substantial and increasing losses for the foreseeable future, primarily due
to the expansion of its research and development programs, including clinical
trials in the p53 program. The Company expects that losses will fluctuate
from quarter to quarter and that such fluctuations may be substantial. As of
June 30, 1997, the Company's accumulated deficit was approximately $35,800,000.
The Company's business is subject to significant risks, including the risks
inherent in its research and development efforts, uncertainties associated
with obtaining and enforcing patents, the lengthy and expensive regulatory
approval process and competition from other products. The Company does not
expect to generate revenues from the sale of proposed products in the
foreseeable future.
9
<PAGE>
ONYX PHARMACEUTICALS, INC.
RESULTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996.
REVENUES
The Company's revenues increased 13% to $2,148,000 and 11% to $4,300,000 for
the three and six months ended June 30, 1997, respectively, as compared to
the same periods in 1996. Revenues for the 1996 periods were $1,900,000 and
$3,874,000, respectively. Revenues for the three and six months ended June
30, 1997 and 1996 were attributable to amounts earned for research performed
under the Company's collaborations with Bayer, Warner-Lambert and Eli Lilly.
The increase in revenues for the three and six months ended June 30, 1997 is
primarily due to an expanded agreement with Eli Lilly which increased the
funding levels under the agreement as compared to the funding levels in 1996.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses increased 44% to $5,103,000 and 27% to
$8,980,000 for the three and six months ended June 30, 1997, respectively, as
compared to the same periods in 1996. The increase was primarily due to
additional clinical costs associated with current and planned Phase I and
Phase II clinical trials of ONYX-015, the lead product in the Company's p53
program. The Company expects that research and development expenses will
continue to grow significantly during future periods due to the hiring of
personnel and the expansion of ONYX-015 clinical studies.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased 25% to $1,327,000 and 36% to
$2,593,000 for the three and six months ended June 30, 1997, respectively, as
compared to the same periods in 1996. The increase was primarily due to
increased administrative staffing, additional costs incurred in connection
with corporate development activities and higher expenses associated with the
Company's reporting and other requirements associated with operating as a
publicly held company. General and administrative expenses are expected to
increase to support the Company's research and development efforts.
NET INTEREST INCOME
The Company had net interest income of $524,000 and $1,022,000 for the three
and six months ended June 30, 1997 and 1996, respectively, as compared with
$332,000 and $462,000 for the same periods in 1996. The increase in net
interest income reflects the Company's higher average balance of cash, cash
equivalents and short-term investments resulting primarily from its initial
public offering of common stock in May 1996.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company's cash expenditures have substantially exceeded
its revenues. The Company has relied primarily on the proceeds from the sale
of equity securities and revenue from collaborative research and development
agreements to fund its operations.
The Company's cash, cash equivalents and short-term investments were
$37,522,000 at June 30, 1997, compared with $40,329,000 at December 31, 1996.
Increasing levels of clinical research and product development associated
with ONYX-015, the lead product in the p53 Program, and the higher levels of
general and administrative expenses resulted in approximately $4,950,000 of
cash used in operations for the six months ended June 30, 1997. This cash
decline was partially offset by Warner-Lambert's $3,333,000 purchase of
192,941 shares of common stock in May 1997. The Company expects cash used in
operations will continue to increase as additional clinical trials for
ONYX-015 commence.
10
<PAGE>
ONYX PHARMACEUTICALS, INC.
Total capital expenditures for equipment and leasehold improvements for the
six months ended June 30, 1997 were $730,000. The Company expects to make
expenditures of approximately $1,900,000 for the remainder of 1997 for
capital equipment and improvements to its existing facility.
The Company anticipates that its existing capital resources and interest
thereon, and anticipated revenues from its existing collaborations will be
sufficient to fund its current and planned operations through the end of
1998. There can be no assurance, however, that changes in the Company's
operating expenses will not result in the expenditure of such resources
before such time, and in any event, the Company will need to raise
substantial additional capital to fund its operations in future periods. As
of June 30, 1997, the Company had $7,000,000 available through a line of
credit which expires on October 15, 1997.
BUSINESS RISKS
The Company is at an early stage of development. The development of the
Company's technology and proposed products will require a commitment of
substantial funds to conduct these costly and time-consuming activities. All
of the Company's potential products are in research or development and will
require significant additional research and development efforts prior to any
commercial use, including extensive preclinical and clinical testing as well
as lengthy regulatory approval. The development of new products is subject
to a number of significant risks. Potential products that appear to be
promising at an early stage of development may not reach the market for a
number of reasons. Such risks include the possibilities that the potential
products will be found ineffective or unduly toxic during clinical trials,
fail to receive necessary regulatory approvals, be difficult to manufacture
on a large scale, be uneconomical to market or be precluded from
commercialization by proprietary rights of third parties.
In addition, many of the Company's potential products are subject to
development and licensing arrangements with the Company's collaborators.
Therefore, the Company is dependent on the research and development efforts
of these collaborators. Moreover, the Company is entitled to only a portion
of the revenues, if any, realized from the commercial sale of any of the
potential products covered by the collaborations. Should the Company or its
collaborators fail to perform in accordance with the terms of any of their
agreements or terminate such agreements without cause, any consequent loss of
revenue under the agreements could have a material adverse effect on the
Company's results of operations.
There can be no assurance that the Company will be able to maintain existing
collaborative agreements, negotiate collaborative arrangements in the future
on acceptable terms, if at all, or that any such collaborative arrangements
will be successful. To the extent that the Company is not able to maintain
or establish such arrangements, the Company would be required to undertake
such activities at its own expense.
The proposed products under development by the Company have never been
manufactured on a commercial scale, and there can be no assurance that such
products can be manufactured at a cost or in quantities necessary to make
them commercially viable. The Company has no sales, marketing or
distribution capability. If any of its products subject to collaborative
agreements are successfully developed, the Company must rely on its
collaborators to market such products. If the Company develops any products
which are not subject to collaborative agreements, it must either rely on
other large pharmaceutical companies to market such products or must develop
a marketing and sales force with technical expertise and supporting
distribution capability in order to market such products directly.
The Company intends to seek additional funding through collaborative
arrangements, public or private equity or debt financings, capital lease
transactions or other financing sources that may be available. However,
there can be no assurance that additional financing will be available on
acceptable terms or at all. If additional funds are raised by issuing equity
securities, substantial dilution to existing stockholders may result. If
adequate funds are not available, the Company may be required to delay,
reduce the scope of, or eliminate one or more of its research or development
programs or to obtain funds through collaborative arrangements with others
that are on unfavorable terms or that may require the Company to relinquish
11
<PAGE>
ONYX PHARMACEUTICALS, INC.
rights to certain of its technologies, product candidates or products that the
Company would otherwise seek to develop itself.
The foregoing risks reflect the Company's early stage of development and the
nature of its industry and proposed product. Also inherent in the Company's
stage of development is a range of additional risks, including competition,
uncertainties regarding protection of patents and proprietary rights,
government regulation and uncertainties regarding health care reform.
12
<PAGE>
ONYX PHARMACEUTICALS, INC.
PART II: OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
On May 2, 1997, the Company sold 192,941 shares of Common Stock to
Warner-Lambert Company for an aggregate purchase price of
$3,333,000. The sale of such shares to Warner-Lambert Company was
deemed to be exempt from registration under the Securities Act of
1933, as amended, pursuant to Rule 4(2) thereof, as a transaction
not involving a public offering.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of ONYX Pharmaceuticals,
Inc., a Delaware corporation ("ONYX") was held on May 22, 1997.
(b) Each of management's nominees to the Board of Directors was
elected to serve until the Company's annual meeting of
stockholders in 2000. The nominees were: Paul Goddard, Ph.D.,
8,556,498 common shares for, 15,657 withheld; Randy Thurman,
8,556,398 common shares for and 15,757 withheld; and Wendell
Wierenga, Ph.D., 8,555,177 common shares for and 16,978 withheld.
(c) (i) The other matter presented to the stockholders at the
Annual Meeting was the ratification of selection of Ernst
& Young LLP as independent auditors of ONYX for the fiscal
year ending December 31, 1997: 8,553,048 common shares
for, 9,883 against, 9,224 abstain and 0 non-votes.
(ii) ONYX also solicited the approval of the stockholders on
the following matters:
A. An increase of 600,000 shares to the aggregate number
of shares of Common Stock authorized for issuance under
the 1996 Equity Incentive Plan, as amended, and to add
provisions to such plan with respect to Section 162(m)
of the Internal Revenue Code of 1986, as amended:
5,934,740 common shares for, 697,630 against, 15,931
abstain and 1,923,854 non-votes
B. An amendment to the 1996 Non-Employee Directors' Plan,
as amended, to allow non-employee directors who are
also consultants to receive option grants under the
plan:
8,031,352 common shares for, 357,805 against, 28,417
abstain and 154,581 non-votes
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit 11.1 Statement Regarding Computation of Net Loss
Per Share
Exhibit 27.1 Financial Data Schedule
b) Form 8-K
No reports on Form 8-K were filed during the period covered
by this report.
13
<PAGE>
ONYX PHARMACEUTICALS, INC.
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.
ONYX PHARMACEUTICALS, INC.
Date: August 14, 1997 By: /s/ Hollings C. Renton
-----------------------------------
Hollings C. Renton
President, Chief Executive Officer
and Director (Principal Executive
Officer)
Date: August 14, 1997 By: /s/ Douglas L. Blankenship
-----------------------------------
Douglas L. Blankenship
Treasurer
(Principal Financial and Accounting
Officer)
14
<PAGE>
ONYX PHARMACEUTICALS, INC.
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Number Description of Exhibits Page
- -------------- ----------------------- ------------
11.1 Statement Regarding Computation of
Net Loss per Share
27.1 Financial Data Schedule
15
<PAGE>
ONYX PHARMACEUTICALS, INC.
Exhibit 11.1
COMPUTATION OF NET LOSS PER SHARE
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET LOSS: $ (3,758) $ (2,367) $ (6,251) $ (4,660)
--------- --------- --------- ---------
--------- --------- --------- ---------
Shares used in net loss per share computation:
Weighted average shares of common stock
outstanding: 9,680 5,814 9,602 3,395
Shares related to Staff Accounting
Bulletins Nos. 55, 64 and 83 - - - 213
--------- --------- --------- ---------
Shares used in net loss per share
computation: 9,680 5,814 9,602 3,608
--------- --------- --------- ---------
--------- --------- --------- ---------
Net loss per share $ (0.39) $ (0.41) $ (0.65) $ (1.29)
--------- --------- --------- ---------
--------- --------- --------- ---------
CALCULATION OF SHARES OUTSTANDING FOR
COMPUTING PRO FORMA NET LOSS PER SHARE:
Shares used in computing historical net
loss per share (from above): 5,814 3,608
Adjusted to reflect the effect of the assumed
conversion of convertible preferred stock from
the date of issuance: 2,260 3,750
--------- ---------
Shares used in computing pro forma net loss
per share: 8,074 7,358
--------- ---------
--------- ---------
Pro forma net loss per share $ (0.29) $ (0.63)
--------- ---------
--------- ---------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 7,152
<SECURITIES> 30,370
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 38,140
<PP&E> 9,285
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0
0
<COMMON> 10
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</TABLE>
