0001104659-06-015863.txt : 20060310 0001104659-06-015863.hdr.sgml : 20060310 20060310171632 ACCESSION NUMBER: 0001104659-06-015863 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMYLIN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000881464 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330266089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19700 FILM NUMBER: 06680194 BUSINESS ADDRESS: STREET 1: 9360 TOWNE CENTRE DR STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195522200 MAIL ADDRESS: STREET 1: 9360 TOWNE CENTRE DR STREET 2: SUITE 110 CITY: SAN DIEGO STATE: CA ZIP: 92121 10-K/A 1 a06-2364_210ka.htm AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 AND 15(D)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, 2005

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 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.)

9360 Towne Centre Drive
San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 552-2200

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yeso No ý

The aggregate market value of the common stock of the registrant as of June 30, 2005 held by non-affiliates was $1,141,466,191.

The number of shares outstanding of the registrant’s common stock was 111,487,256 as of March 1, 2006.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A in connection with the 2006 Annual Meeting of Stockholders to be held on May 17, 2006 are incorporated herein by reference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Commission not later than 120 days after December 31, 2005.

AMYLIN PHARMACEUTICALS, INC.

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A to amend Item 9B. Other Information of our Form 10-K originally filed on March 7, 2006 to correct an error in the reported 2005 bonus amounts for certain of our executive officers. No revisions have been made to our financial statements or any other disclosure contained in our Form 10-K originally filed on March 7, 2006.

PART II

Item 9B. Other Information

On March 6, 2006, the Compensation and Human Resources Committee of the Board of Directors of Amylin Pharmaceuticals, Inc. awarded cash bonuses to our “named executive officers” (as defined by SEC regulations) in respect of the officers’ and Amylin’s 2005 performance. The bonus awards were based on the achievement of commercialization objectives, pipeline advancement objectives, organizational effectiveness, and financial performance. On the same date, the Committee also approved the 2006 base salaries for the named executive officers. The Committee annually evaluates the performance and determines the compensation of Amylin’s executive officers based on

• the Committee’s assessment of the Company’s performance,

• the Committee’s assessment of the officer’s achievement of established performance objectives, and

• comparisons to market data from biopharmaceutical companies comparable to Amylin.

The Committee may change these salaries at any time. The 2005 bonuses and 2006 base salaries approved by the Committee are as follows:

Name	Title	2005 Bonus		2006 Base Salary
Ginger L. Graham	President and Chief Executive Officer	$	525,000	$	565,000
Daniel M. Bradbury	Chief Operating Officer	$	272,420	$	440,000
Alain D. Baron, M.D.	Senior Vice President, Research	$	221,670	$	375,380
Orville Kolterman, M.D.	Senior Vice President, Clinical and Regulatory Affairs	$	221,670	$	375,380
Dwayne Elwood	Senior Vice President, Marketing	$	129,380	$	303,850

In addition, the Committee established corporate objectives for 2006 for purposes of Amylin’s Executive Cash Bonus Plan (which was described in our Current Report on Form 8-K filed February 22, 2005) in which all named executive officers are eligible to participate. The 2006 corporate objectives relate to commercialization and research and development objectives and apply to all participants under the Executive Cash Bonus Plan.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(3) Index to Exhibits — See Item 15(b) below.

(b) Exhibits

Exhibit Footnote	Exhibit Number
(1)	3.1	Amended and Restated Certificate of Incorporation of the Registrant.
(6)	3.2	Amended and Restated Bylaws of the Registrant.
(14)	3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant.
	4.1	Reference is made to Exhibits 3.1 - 3.3.
(20)(2)	4.2	Registration Rights Agreement dated September 19, 2002, between the Registrant and Eli Lilly and Company.
(19)	4.3	Rights Agreement dated June 17, 2002, between the Registrant and American Stock Transfer & Trust Company.
(19)	4.4	Certificate of Designation of Series A Junior Participating Preferred Stock.
(27)	4.5	First Amendment to Rights Agreement dated December 13, 2002, between the Registrant and

		American Stock Transfer & Trust Company.
(23)	4.6	Indenture dated as of June 23, 2003, between Registrant and J.P. Morgan Trust Company, National Association (as Trustee).
(23)	4.7	Form of 2.25% Convertible Senior Note due 2008.
(23)	4.8	Registration Rights Agreement dated June 23, 2003, between Registrant and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.
(10)	4.9	Warrant Agreement issued by the Registrant to Johnson & Johnson dated September 30, 1997.
(11)	4.10	Indenture, dated as of April 6, 2004, between Registrant and J.P. Morgan Trust Company, National Association (as Trustee).
(11)	4.11	Form of 2.50% Convertible Senior Note due 2011.
(11)	4.12	Registration Rights Agreement, dated as of April 6, 2004, between Registrant and Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co.
(1)	10.1	Form of Indemnity Agreement entered into between the Registrant and its directors and officers.†
(16)	10.2	Registrant’s 1991 Stock Option Plan, as amended.†
(5)	10.3	Form of Incentive Stock Option Agreement under the 1991 Stock Option Plan.†
(1)	10.4	Form of Supplemental Stock Option Agreement under the 1991 Stock Option Plan.†
(1)	10.5	Form of Supplemental Stock Option Agreement not granted under the 1991 Stock Option Plan with related schedule.†
(12)	10.6	Registrant’s Employee Stock Purchase Plan, as amended.†
(21)	10.7	Registrant’s Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”).†
(4)	10.8	Phantom Stock Unit Agreement, dated January 4, 1995, between the Registrant and Farview Management Co., L.P.†
(7)(2)	10.9	Patent and Technology License Agreement, Consulting Agreement and Nonstatutory Stock Option Agreement dated October 1, 1996, between the Registrant and Dr. John Eng.
(9)	10.10	Registrant’s Directors’ Deferred Compensation Plan.†
(24)	10.11	Registrant’s Directors’ Plan Stock Option Agreement, as amended. †
(12)	10.12	Special Form of Incentive Stock Option Agreement under the Option Plan of the Registrant.†
(13)	10.13	Stock Option Agreement dated March 25, 1998, between the Registrant and Joseph C. Cook, Jr.†
(17)(2)	10.14	Manufacturing Agreement dated April 28, 1999, between the Registrant and CP Pharmaceuticals Limited.
(18)(2)	10.15	Development and License Agreement dated May 15, 2000, between the Registrant and Alkermes Controlled Therapeutics II, Inc.
(8)	10.16	Registrant’s Change in Control Employee Severance Benefits Plan.†
(15)	10.17	Registrant’s 2001 Equity Incentive Plan.†
(20)(2)	10.18	Collaboration Agreement dated September 19, 2002, between the Registrant and Eli Lilly and Company.
(20)(2)	10.19	U.S. Co-Promotion Agreement dated September 19, 2002, between the Registrant and Eli Lilly and Company.
(20)(2)	10.20	Loan Agreement dated September 19, 2002, between the Registrant and Eli Lilly and Company.
(20)	10.21	Milestone Conversion Agreement dated September 19, 2002, between the Registrant and Eli Lilly and Company.
(20)	10.22	Stock Purchase Agreement dated September 19, 2002, between the Registrant and Eli Lilly and Company.
(23)	10.23	Security Agreement dated June 30, 2003, between the Registrant and Eli Lilly and Company.
(25)(2)	10.24	Device Development and Manufacturing Agreement dated July 1, 2003, between Registrant and Eli Lilly and Company.
(24)	10.25	Form of Registrant’s 2001 Equity Incentive Plan Officer Stock Option Agreement, as amended. †
(24)	10.26	Form of Registrant’s 2001 Equity Incentive Plan Stock Option Agreement, as amended. †
(24)	10.27	Employment Agreement dated June 9, 2003, between Registrant and Ginger L. Graham. †
(26)(2)	10.28	Manufacturing Agreement dated May 12, 2003, between Registrant and UCB S.A.
(28)(2)	10.29	Exenatide Manufacturing Agreement dated October 21, 2003, between Registrant and Mallinckrodt Inc.
(28)(2)	10.30	Commercial Supply Agreement for Exenatide dated December 23, 2003, between Registrant and Bachem, Inc.
(29)	10.31	Sublease Agreement dated November 24, 2003, between Registrant and Bristol-Myers Squibb Company.
(29)	10.32	Lease Agreement dated November 14, 2003, between Registrant and ARE-9363/9373/9393 Towne Centre, LLC.
(30)(2)	10.33	Commercial Supply Agreement dated February 14, 2005 between Registrant and Baxter

		Pharmaceutical Solutions LLC.
(30)(2)	10.34	Commercial Supply Agreement dated October 7, 2004 between Registrant and CP Pharmaceuticals Ltd.
(30)(2)	10.35	Commercial Supply Agreement dated March 2, 2005 between Registrant and Baxter Pharmaceutical Solutions LLC.
(30)	10.36	Summary Description of Registrant’s Named Executive Officer Oral At-Will Employment Agreements.
(31)	10.37	Description of Registrant’s Executive Cash Bonus Plan.
(34)	10.38	Amendment to Development and License Agreement dated October 24, 2005, between Registrant and Alkermes Controlled Therapeutics II*
(32)	10.39	Underwriting Agreement dated August 29, 2005, between Registrant and Goldman, Sachs & Co.
(33)(2)	10.40	Commercial Supply Agreement dated June 28, 2005, between Registrant and Bachem, Inc.
(34)	23.1	Consent of Independent Registered Public Accounting Firm.
(34)	24.1	Power of Attorney. Reference is made to page 47.
(34)	31.1	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
(34)	31.2	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	31.3	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	31.4	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
(34)	32.1	Certifications Pursuant to U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002.
	32.2	Certifications Pursuant to U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002.

†		Indicates management or compensatory plan or arrangement required to be identified pursuant to Item 15(b).

*		Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

(1)		Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (No. 33-44195) or amendments thereto and incorporated herein by reference.

(2)		Confidential Treatment has been granted by the Securities and Exchange Commission with respect to portions of this agreement.

(3)		Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993.

(4)		Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994.

(5)		Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995.

(6)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.

(7)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.

(8)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.

(9)		Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (No. 333-61660) or amendments thereto and incorporated herein by reference.

(10)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1997.

(11)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.

(12)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

(13)		Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

(14)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

(15)		Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

(16)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.

(17)		Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.

(18)		Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

(19)		Filed as an exhibit on Form 8-K dated June 17, 2002, and incorporated herein by reference.

(20)		Filed as an exhibit on Form 8-K dated October 3, 2002, and incorporated herein by reference.

(21)		Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

(22)		Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, and incorporated herein by reference.

(23)		Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, and incorporated herein by reference.

(24)		Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference .

(25)		Filed as an exhibit to Amendment 1 to Registrant’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2003, and incorporated herein by reference .

(26)		Filed as an exhibit to Amendment 1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, and incorporated herein by reference.

(27)		Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference.

(28)		Filed as an exhibit to Amendment 1 to Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2003, and incorporated herein by reference.

(29)		Filed as an exhibit to Registrant s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference.

(30)		Filed as an exhibit to Registrant s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and incorporated herein by reference.

(31)		Filed on Form 8-K dated February 15, 2005, and incorporated herein by reference.

(32)		Filed as an exhibit on Form 8-K dated September 1, 2005, and incorporated herein by reference.

(33)		Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference .

(34)		Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005, and incorporated herein by reference .

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: March 10, 2006

	By:	/s/Mark G. Foletta
	Mark G. Foletta
	Vice President, Finance and Chief Financial Officer

EX-31.3 2 a06-2364_2ex31d3.htm 302 CERTIFICATION

Exhibit 31.3

CERTIFICATIONS

I, Mark G. Foletta, certify that:

1. I have reviewed this amendment no. 1 to annual report on Form 10-K of Amylin Pharmaceuticals, Inc.;

2. Based on my knowledge, this amendment no. 1 to annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this amendment no. 1 to annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this amendment no. 1 to annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this amendment no. 1 to annual report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amendment no. 1 to annual report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2006
	By:	/s/ MARK G. FOLETTA
	Vice President, Finance and
	Chief Financial Officer

EX-31.4 3 a06-2364_2ex31d4.htm 302 CERTIFICATION

Exhibit 31.4

CERTIFICATIONS

I, Ginger L. Graham, certify that:

1. I have reviewed this amendment no. 1 to annual report on Form 10-K of Amylin Pharmaceuticals, Inc.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 10, 2006
	By:	/S/ GINGER L. GRAHAM
		President and Chief Executive Officer

EX-32.2 4 a06-2364_2ex32d2.htm 906 CERTIFICATION

Exhibit 32.2

CERTIFICATION

Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. § 1350, as adopted), Ginger L. Graham, the President and Chief Executive Officer of Amylin Pharmaceuticals, Inc. (the “Company”), and Mark G. Foletta, the Vice President and Chief Financial Officer of the Company, each hereby certifies that, to the best of his or her knowledge:

1. The Company’s Amendment No. 1 to Annual Report on Form 10-K for the period ended December 31, 2005, to which this Certification is attached as Exhibit 32.2 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Dated: March 10, 2006


/s/ GINGER L. GRAHAM		/s/ MARK G. FOLETTA
Ginger L. Graham		Mark G. Foletta
President and Chief Executive Officer		Vice President and Chief Financial Officer