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SCHEDULE 14A INFORMATION
(Rule 14a-101)
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
AMYLIN PHARMACEUTICALS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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[AMYLIN PHARMACEUTICALS LETTERHEAD]
May 14, 1998
Ms. Jackie Doeler
State of Wisconsin Investment Board
121 E. Wilson Street
Madison, WI 53703
Dear Jackie:
Thank you for speaking with me with regard to our Proposal 5 as
presented to stockholders of the Company at the Annual Meeting of Stockholders
scheduled for May 20, 1998 (the "Annual Meeting"). As a follow-up to our
discussion, I would like to provide you with the following information in order
to assist you in considering your vote on Proposal 5:
1. If implemented by the Company, the Partial Option Repricing Program
described in our Supplemental Proxy dated May 8, 1998 will be modified to
provide that any options exchanged under the repricing program will bear an
exercise price equal to the fair market value of the Company's Common Stock on
(i) April 24, 1998 or (ii) the date the Proposal is approved by stockholders,
whichever is higher;
2. The Company plans to approve amendments to the Company's 1991 Stock
Option Plan and Non-Employee Directors' Stock Option Plan to prohibit the
repricing of options granted under those plans without advance stockholder
approval and to prohibit the amendment of such provisions to those plans without
stockholder approval;
3. With regard to Proposal 3 as presented to stockholders of the
Company at the Annual Meeting, if approved, none of the additional 800,000
shares of the Company's common stock reserved for issuance under the 1991 Stock
Option Plan will be reserved by the Company for issuance to directors or
consultants of the Company who may receive stock options under that plan; and
4. Non-qualified options granted under the Company's 1991 Stock Option
Plan may will not bear exercise prices below the lower of (i) the fair market
value of the Company's common stock on the date of an individual's acceptance of
employment with the Company and (ii) 85% of the fair market value of the
Company's common stock on the date such non-qualified option is approved by the
Board or Compensation Committee of the Company, as the case may be. All other
non-qualified options granted under the 1991 Stock Option Plan will bear
exercise prices equal to the fair market value of the Company's common stock on
the date of grant.
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Ms. Jackie Doeler
May 14, 1998
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If I can be of any further assistance in connection with your
consideration of the Company's Partial Option Repricing Program, please feel
free to contact me.
Very truly yours,
AMYLIN PHARMACEUTICALS, INC.
J.C. COOK
BY
BRADFORD J. DUFT
Joseph C. Cook
Chief Executive Officer
and Chairman of the Board
