8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 4, 2005

Date of Report (Date of earliest event reported)

ZYMOGENETICS, INC.

(Exact name of registrant as specified in its charter)

Washington	0-33489	91-1144498
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1201 Eastlake Avenue East Seattle, Washington	98102-3702
(Address of principal executive offices)	(Zip Code)

206-442-6600

(Registrant’s telephone number, including area code)

(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):

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

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

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

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

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 4, 2005, ZymoGenetics, Inc. issued a press release announcing the appointment of David H. MacCallum to its Board of Directors effective April 4, 2005. Mr. MacCallum is also expected to serve on the Compensation Committee and Audit Committee of the Board of Directors.

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1 Press Release issued April 4, 2005 by ZymoGenetics, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZYMOGENETICS, INC.
Date: April 8, 2005	By:	/s/ JAMES A. JOHNSON
	Name:	James A. Johnson
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Document Description
99.1	Press release issued April 4, 2005 by ZymoGenetics, Inc.

EX-99.1

EXHIBIT 99.1

Contact

Investor Relations John Q. Calhoun, M.D., MBA Director, Corporate Communications & Investor Relations (206) 442-6744 Media Relations Susan W. Specht, MBA Corporate Communications Manager (206) 442-6592

FOR IMMEDIATE RELEASE

David H. MacCallum Appointed to ZymoGenetics Board of Directors

Dr. Bruce L.A. Carter Named Chairman of the Board

Seattle, April 4, 2004 – ZymoGenetics, Inc. (NASDAQ: ZGEN) announced that David H. MacCallum has been appointed to the Board of Directors effective today. In addition, George Rathmann, Ph.D., stepped down as Chairman but will remain a member of the company’s Board of Directors. Bruce L.A. Carter, Ph.D., President and Chief Executive Officer of ZymoGenetics, was appointed Chairman of the Board.

“We look forward to a productive relationship with Mr. MacCallum,” said Dr. Bruce L.A. Carter. “His insights into the biotechnology industry will be an asset in charting the future course of our business.”

David MacCallum said, “I’m pleased to be joining the Board of ZymoGenetics, a company that stands out because of its promising product pipeline, strong partnerships with Serono and Novo Nordisk, and solid financial position. I look forward to my involvement with the company as it continues to make important advancements toward the development and commercialization of new treatments for serious illnesses.”

Mr. MacCallum is currently Managing Director of Outer Islands Capital, a hedge fund specializing in health care investments. He served as Global Head of Health Care investment banking for Salomon Smith Barney and formed the Life Sciences group at UBS Securities, where he was Managing Director and Global Head of Life Sciences. Prior to that, Mr. MacCallum built the health care practice at Hambrecht & Quist, an investment banking firm, where he was Head of Health Care and Co-Head of Investment Banking. Mr. MacCallum received an A. B. degree from Brown University and an M.B.A. degree from New York University. He holds the Chartered Financial Analyst designation.

About ZymoGenetics

ZymoGenetics is a biopharmaceutical company focused on the discovery, development and commercialization of therapeutic proteins for the prevention or treatment of human diseases. The Company is developing a diverse pipeline of potential proprietary product candidates that are moving into and through clinical development. These span a wide array of clinical opportunities

that include bleeding, autoimmune diseases and cancer. ZymoGenetics intends to commercialize these product candidates through internal development, collaborations with partners and out-licensing of patents from its extensive patent portfolio. For further information, visit www.zymogenetics.com.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the current intent and expectations of the management of ZymoGenetics. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. ZymoGenetics’ actual results and the timing and outcome of events may differ materially from those expressed in or implied by the forward-looking statements because of risks associated with our unproven discovery strategy, preclinical and clinical development, regulatory oversight, intellectual property claims and litigation and other risks detailed in ZymoGenetics’ public filings with the Securities and Exchange Commission, including ZymoGenetics’ Annual Report on Form 10-K for the year ended December 31, 2004. Except as required by law, ZymoGenetics undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.