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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-Q
-------------------
(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, 2000
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.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT MAY 5, 2000
----- --------------------------
<S> <C>
Common Stock, $.001 par value 62,861,928
</TABLE>
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AMYLIN PHARMACEUTICALS, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
COVER PAGE........................................................................... 1
TABLE OF CONTENTS.................................................................... 2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2000 (unaudited) and
December 31, 1999........................................................... 3
Condensed Consolidated Statements of Operations for the three months ended
March 31, 2000 and 1999 (unaudited)......................................... 4
Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2000 and 1999 (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......................... *
ITEM 5. Other Information........................................................... *
ITEM 6. Exhibits and Reports on Form 8-K............................................ 11
SIGNATURE............................................................................ 11
</TABLE>
- ------------
* No information provided due to inapplicability of item.
2
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AMYLIN PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
(UNAUDITED) (NOTE 1)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents ............................. $ 31,668,000 $ 8,171,000
Short-term investments ................................ 79,009,000 14,332,000
Other current assets .................................. 1,939,000 831,000
------------ ------------
Total current assets ...................................... 112,616,000 23,334,000
Property and equipment, net ............................... 922,000 928,000
Patents and other assets, net ............................. 2,226,000 2,160,000
------------ ------------
$115,764,000 $ 26,422,000
============ ============
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable ...................................... $ 290,000 $ 359,000
Accrued liabilities ................................... 4,148,000 4,501,000
Current portion of obligation under capital
leases and equipment notes payable .................. 902,000 1,115,000
------------ -----------
Total current liabilities ................................. 5,340,000 5,975,000
Obligation under capital leases and equipment notes payable 1,486,000 1,620,000
Notes payable to related party, net of discount ........... 46,638,000 45,227,000
Stockholders' equity (deficit):
Common stock, $.001 par value, 100,000,000 shares
authorized, 62,737,000 and 53,972,000 issued and
outstanding at March 31, 2000 and December 31,
1999, respectively................................. 63,000 54,000
Additional paid-in capital ............................ 364,913,000 265,983,000
Accumulated deficit ................................... (301,265,000) (291,729,000)
Deferred compensation ................................. (1,281,000) (653,000)
Accumulated other comprehensive loss .................. (130,000) (55,000)
------------ -------------
Total stockholders' equity (deficit) ...................... 62,300,000 (26,400,000)
------------ -------------
$ 115,764,000 $ 26,422,000
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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AMYLIN PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Operating expenses:
Research and development ............................. $ 6,252,000 $ 3,886,000
General and administrative ........................... 2,711,000 1,468,000
------------ ------------
8,963,000 5,354,000
------------ ------------
Loss from operations ................................... (8,963,000) (5,354,000)
Interest and other income .............................. 889,000 176,000
Interest and other expense ............................. (1,462,000) (1,453,000)
------------ ------------
Net loss ............................................... $ (9,536,000) $ (6,631,000)
============ ============
Net loss per share -- basic and diluted ................ $ (0.17) $ (0.18)
============ ============
Shares used in computing net loss per share -- basic and
diluted ................................................ 57,533,000 36,822,000
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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AMYLIN PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------------
2000 1999
------------- -------------
<S> <C> <C>
Operating activities:
Net loss ....................................................... $ (9,536,000) $ (6,631,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization .............................. 176,000 615,000
Amortization of deferred compensation ...................... 392,000 72,000
Amortization of debt discount from warrants ................ 299,000 299,000
Accrued interest added to notes payable to related
party .................................................... 1,112,000 681,000
Changes in operating assets and liabilities:
Other current assets ................................... (255,000) 287,000
Accounts payable ....................................... (69,000) (1,735,000)
Accrued liabilities .................................... (353,000) (203,000)
Patents, other assets and other, net ................... (138,000) (81,000)
------------- -------------
Net cash flows used for operating activities ....... (8,372,000) (6,696,000)
Investing activities:
Purchases of short-term investments ......................... (245,572,000)
Sales and maturities of short-term investments .............. 180,895,000
Sales (purchases) of equipment, net ......................... (131,000) 252,000
------------- -------------
Net cash flows provided by (used for) investing
activities ............................................ (64,808,000) 252,000
Financing activities:
Principal payments on capital leases and equipment notes
payable ................................................... (348,000) (135,000)
Issuance of common stock, net ............................... 97,025,000 183,000
Issuance of convertible preferred stock ..................... 15,000,000
------------- -------------
Net cash flows provided by financing activities .......... 96,677,000 15,048,000
------------- -------------
Change in cash and cash equivalents ............................. 23,497,000 8,604,000
Cash and cash equivalents at beginning of period ................ 8,171,000 8,787,000
------------- -------------
Cash and cash equivalents at end of period ...................... $ 31,668,000 $ 17,391,000
============= =============
Supplemental disclosure of cash flow information:
Interest paid................................................... $ 49,000 $ 159,000
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
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AMYLIN PHARMACEUTICALS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(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, 2000 and for the three-month periods ended March 31, 2000 and March
31, 1999 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, 1999 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 the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.
PER SHARE DATA
Basic and diluted net loss per share is computed using the weighted average
number of common shares outstanding during the periods. Common stock equivalents
from stock options and warrants for the periods ended March 31, 2000 and 1999
are excluded from the calculation of diluted loss per share because their effect
is antidilutive.
CONSOLIDATION
The consolidated financial statements include the accounts of Amylin
Pharmaceuticals, Inc. ("Amylin" or the "Company") and its wholly owned
subsidiary, Amylin Europe Limited. All significant intercompany transactions and
balances have been eliminated.
RECLASSIFICATIONS
Certain items in the prior year's financial statements have been
reclassified to conform with the current year presentation.
2. INVESTMENTS
The Company has classified its debt securities as available-for-sale, and
accordingly, carries its 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. STOCKHOLDERS' EQUITY
On February 22, 2000, the Company completed a private stock offering of
8,333,334 shares of common stock at a price of $12.00 per share. Net proceeds
from this transaction were approximately $95.7 million.
6
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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 submissions for regulatory approvals for SYMLIN(TM) (pramlintide
acetate) and, if 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 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, 1999, under the heading "Risk Factors."
BACKGROUND
Amylin Pharmaceuticals, Inc. is engaged in the discovery of potential drug
candidates for the treatment of metabolic disorders.
Since our inception in September 1987, we have devoted substantially all of
our resources to research and development programs, including research and
development of SYMLIN and AC2993. Substantially all of our revenues to date have
been derived from fees and expense reimbursements under collaborative agreements
and from interest income. We have no product sales and have not received any
revenues from the sale of products. We have been unprofitable since inception
and expect to incur significant additional operating losses for at least the
next few years. As of March 31, 2000, our accumulated deficit was approximately
$301 million.
From June 1995 to August 1998, we collaborated with Johnson & Johnson on the
development and commercialization of SYMLIN pursuant to a worldwide
collaboration agreement. Under the collaboration agreement, Johnson & Johnson
made payments to us totaling approximately $174 million. These payments included
funding of one-half of the SYMLIN development costs during the term of the
agreement, draw downs from the development loan facility under a loan and
security agreement, the purchase of $30 million of our common stock, milestone,
license and option fee payments, and the funding of SYMLIN pre-marketing costs.
The Johnson & Johnson collaboration terminated in August 1998. As a result of
Johnson & Johnson's withdrawal from the collaboration, Johnson & Johnson
relinquished all its rights to share in SYMLIN profits. Additionally, all
product and other rights associated with SYMLIN and related compounds reverted
to us.
In 1998, due to the termination of the Johnson & Johnson collaboration and
the receipt of results from clinical trials in October 1998 that were not as
expected, we significantly reduced our workforce and implemented other changes
to our operations to substantially reduce our expenses. On March 24, 1999, we
completed a $15 million private placement of shares of 5% Series A Convertible
Preferred Stock to a select group of investors. The financing was led by $6.7
million in investments by selected members of our board of directors and their
affiliated funds. On October 7, 1999, we completed an $18.5 million private
placement of shares of common stock. These funds were raised from a select group
of institutional and private investors, predominately those investors who
participated in the March 1999 financing.
In late 1999, we reported positive phase 3 clinical study results upon
completion of clinical trials for SYMLIN, our lead drug candidate for type 1 and
insulin-using type 2 diabetes. Based on the results of the clinical studies to
date, we believe we have sufficient data to support the submission of a New Drug
Application to the Food and Drug Administration and a submission to European
regulatory authorities for marketing approval.
Following the completion of the clinical studies described above, we
judiciously began a ramp-up of our internal workforce and external contractors
to prepare us for the filing of the NDA and the submission to European
regulatory authorities, the planned commercialization of SYMLIN and also to
enable us to continue research and development of our other drug candidates,
including AC2993 and AC3056.
7
<PAGE> 8
On February 22, 2000, we completed a private placement of $100 million of
common stock sold to select institutional and other private investors,
generating net proceeds of $95.7 million.
We have recently completed the detailed work plan for the SYMLIN NDA. The
NDA will include the supporting data for the use of SYMLIN in both type 1 and
insulin-using type 2 diabetes. It will also include supporting data for three
bulk drug suppliers, two suppliers of finished dosage products and one supplier
of injector pens. Data for both pen/cartridge and syringe/vial presentations
will be included in the submission. Based on our detailed plans of the remaining
tasks to be completed, our current intentions are to file the expanded NDA for
SYMLIN in the fourth quarter of this year, rather than our previously indicated
mid-2000 timeframe. We anticipate a submission to European regulatory
authorities later in the fourth quarter or early in 2001.
On May 15, 2000, we signed an 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, our second diabetes drug
candidate. Based on results obtained to date from feasibility studies using
Alkermes' formulation technology, the two companies believe that further
development work is warranted, with the goal of developing a product that would
allow a once a month administration of AC2993.
Under the terms of the agreement, Alkermes has granted Amylin an exclusive,
worldwide license to their formulation technology for the development and
commercialization of injectable sustained release formulations of exendins, such
as AC2993, and other related compounds that Amylin may develop. In exchange,
Alkermes will receive funding for research and development and milestone
payments comprised of cash and warrants to purchase Amylin common stock upon
achieving certain development and commercialization goals. Alkermes will also
receive a combination of royalty payments and manufacturing fees based on any
future product sales.
RESULTS OF OPERATIONS
OPERATING EXPENSES
Our total operating expenses for the quarter ended March 31, 2000 increased
to $9.0 million from $5.4 million for the comparable period in 1999. Research
and development expenses for the three months ended March 31, 2000 increased to
$6.3 million from $3.9 million for the same period in 1999, and general and
administrative expenses increased to $2.7 million from $1.5 million for the
comparable 1999 period.
The increases in research and development expenses in the first quarter
reflects primarily external costs associated with our ongoing efforts to prepare
a submission to the FDA for the marketing approval of SYMLIN and increased
development costs associated with the AC2993 and AC3056 programs.
The $1.2 million increase in general and administrative expenses is
primarily the result of costs associated with the use of consultants during the
quarter. Approximately $0.8 million of this increase represents non-cash charges
resulting from stock based compensation to consultants and deferred compensation
to directors, both attributable primarily to the increase in the quoted market
value of our common stock during the quarter. In 1999, at a time when cash
resources were limited, we secured the services of certain key consultants
through the use of stock options that vest over the period that the consultant
provides us services. Additionally, our directors have deferred a significant
portion of their fees pursuant to a stock based deferred compensation plan.
OTHER INCOME AND EXPENSE
Interest and other income is comprised of interest income from investment of
our cash and investments, external service income generated by our former
Cabrillo division through April 1999 and credits from Magellan Laboratories
Incorporated in connection with the sale of the Cabrillo division to Magellan.
Interest and other income was $0.9 million for the three-month period ended
March 31, 2000, compared to $0.2 million for the same period in 1999. The
improvement in the current year reflects primarily interest earned on higher
cash balances as a result of the proceeds from the February 2000 private
placement of common stock.
Interest and other expense is principally comprised of interest expense on
long-term debt obligations. We have utilized debt financing to acquire
laboratory and other equipment, to fund tenant improvements to our facilities,
and for other working capital purposes. In addition, in accordance with the
terms of the collaboration agreement, Johnson & Johnson advanced our share of
SYMLIN pre-launch marketing expenses incurred during the term of the
collaboration. Separately, in 1997, we received proceeds of approximately $30.6
million from a draw down under our development loan facility with Johnson &
Johnson. The proceeds were used to fund our one-half share of development
expenses for SYMLIN during a portion of that year. Both the development loan and
the pre-marketing loan were provided under the terms and conditions of our loan
and security agreement with Johnson & Johnson and must be repaid with interest
over time in accordance with the terms of the loan agreement. The loan is
secured by our issued patents and pending patent applications relating to the
amylin hormone, including those related to SYMLIN.
In conjunction with the borrowing under the development loan facility, we
issued warrants to Johnson & Johnson to purchase 1,530,950 shares of our common
stock with a fixed exercise price of $12 per share and a 10-year exercise
period. The estimated value of the warrants is being amortized to interest
expense over the life of the development loan facility.
8
<PAGE> 9
Interest and other expense was $1.5 million for both the three months ended
March 31, 2000 and March 31, 1999.
NET LOSS
The net loss for the quarter ended March 31, 2000 was $9.5 million compared
to a net loss of $6.6 million for the same period in 1999. The increase in the
net loss reflects the increased operating expenses discussed above, partially
offset by an increase in interest income.
We expect to incur substantial operating losses for the remainder of 2000
and at least the next few years due to continuing expenses associated with the
submission of the NDA for SYMLIN, the preparation for the commercialization of
SYMLIN, our research and development programs including the clinical development
of AC2993 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 our inception, we have financed our operations primarily through
private placements of common and preferred stock, public offerings of common
stock, reimbursement of SYMLIN development expenses through our collaboration
with Johnson & Johnson and debt financings.
At March 31, 2000, we had approximately $111 million in cash, cash
equivalents and short-term investments as compared to $22.5 million at December
31, 1999. In February 2000, we completed a private placement of $100 million of
common stock sold to select institutional and other private investors,
generating net proceeds of $95.7 million.
At March 31, 2000, the total principal and interest due to Johnson & Johnson
pursuant to the loan and security agreement discussed above was approximately
$51.7 million, approximately $13.7 million of which relates to Johnson &
Johnson's share of pre-launch marketing expenses. The debt shown on the
consolidated balance sheet at March 31, 2000 of $46.6 million is net of a debt
discount of $5.1 million attributable to the warrants issued to Johnson &
Johnson.
We intend to use our financial resources for continuing costs associated
with the submission of the NDA for SYMLIN, the preparation for the planned
commercialization of SYMLIN, our research and development programs including the
clinical development of AC2993 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, technological advances, determination as to the
commercial potential of the compounds, 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 substantial 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.
Future capital requirements will depend on many factors, including our
ability to complete the preparation of an NDA and a European application for
marketing approval for SYMLIN, our ability to establish commercialization
arrangements for SYMLIN and AC2993, 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
9
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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 developed 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. Products, 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.
In June 1998, the Financial Standards Accounting Board, or FASB, 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 will require the recognition of all
derivatives on our balance sheet at fair value. The FASB subsequently delayed
implementation of the standard for the financial years beginning after June 15,
2000. We expect to adopt the new Statement effective January 1, 2001. The impact
on our financial statements is not expected to be 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.
10
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Part II - Other Information
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In February 2000, the Company completed a private stock sale of
8,333,334 shares of common stock to certain select institutional and private
investors at a price of $12.00 per share, generating gross cash proceeds of
approximately $100 million. Prudential Vector Healthcare Group, a unit of
Prudential Securities Incorporated, Warburg Dillon Read LLC, and Chase H&Q, a
unit of Chase Securities, Inc., served as co-lead placement agents for the
transaction, receiving aggregate fees of approximately $4.3 million. The Company
intends to use the proceeds from this transaction for general corporate
purposes. The Company has filed a registration statement on Form S-3 covering
the resale of these securities.
The sale and issuance of the common stock in the transaction described
in the preceding paragraph was deemed to be exempt from registration under the
Securities Act of 1933, as amended, by virtue of Regulation D promulgated under
such Act. The recipients in each case represented their intention to acquire the
securities for investment only and not with a view to the distribution thereof.
Appropriate legends are affixed to the stock certificates issued in connection
with this transaction. All recipients either received adequate information about
the Company or had access to such information.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included as part of this report:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
- ------------
(b) Reports on Form 8-K: None.
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 15, 2000 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)
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 31,668,000
<SECURITIES> 79,009,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 112,616,000
<PP&E> 922,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 115,764,000
<CURRENT-LIABILITIES> 5,340,000
<BONDS> 0
0
0
<COMMON> 63,000
<OTHER-SE> 62,237,000
<TOTAL-LIABILITY-AND-EQUITY> 115,764,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,963,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,462,000
<INCOME-PRETAX> (9,536,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,536,000)
<EPS-BASIC> (0.17)
<EPS-DILUTED> (0.17)
</TABLE>
