-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/k2lQIs30dDIhbkr2rf7CcXI94C1JcFt7xDq5Pbs6KAQqzjkdT12VgCYNz62pza x9Gl0LQkNbCERFEuQ7Zn3g== 0001104659-06-009829.txt : 20060215 0001104659-06-009829.hdr.sgml : 20060215 20060215143340 ACCESSION NUMBER: 0001104659-06-009829 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060209 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNESIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001061027 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943295878 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51531 FILM NUMBER: 06621411 BUSINESS ADDRESS: STREET 1: 341 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-266-3500 MAIL ADDRESS: STREET 1: 341 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: MOSAIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19980709 8-K 1 a06-5126_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 9, 2006

 

SUNESIS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-51531

 

94-3295878

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

341 Oyster Point Boulevard

 

 

South San Francisco, California

 

94080

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (650) 266-3500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 3.02.      Unregistered Sales of Equity Securities.

 

On February 9, 2006, Sunesis Pharmaceuticals, Inc. (the “Company”) issued an aggregate of 404,040 shares (the “Shares”) of common stock, par value $0.0001 per share, to Bristol-Myers Squibb Company (“BMS”).  The Shares were issued as consideration for a milestone payment due pursuant to the License Agreement, dated April 27, 2005, between the Company and BMS.  The Company claimed exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) for the issuance of securities in the transaction described above by virtue of Section 4(2) and/or Regulation D promulgated thereunder as transactions not involving any public offering.  BMS represented that it is an accredited investor as defined under the Securities Act.  The Company claimed such exemption on the basis that (a) BMS represented that it intended to acquire the securities for investment only and not with a view to the distribution thereof and that it either received adequate information about the Company or had access to such information and (b) appropriate legends were affixed to the stock certificate issued in this transaction.

 

* * * * * * * * *

 

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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 hereunto duly authorized.

 

 

SUNESIS PHARMACEUTICALS, INC.

 

 

 

 

Date: February 15, 2006

 

 

By:

/s/ ERIC H. BJERKJHOLT

 

 

 

Eric H. Bjerkholt

 

 

Senior Vice President and Chief Financial Officer

 

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