Definitive Additional Materials

-----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, W13dhL0bF3JdmPXVd7g885+QfUgb/BrmsaU29RU1jtzIbLeboKPGp9Lh3kHGpTfu 8y3Q1721KMbzDLuicbIWNQ== 0001193125-09-103620.txt : 20090507 0001193125-09-103620.hdr.sgml : 20090507 20090507173006 ACCESSION NUMBER: 0001193125-09-103620 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090507 DATE AS OF CHANGE: 20090507 EFFECTIVENESS DATE: 20090507 SUBJECT COMPANY: 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19700 FILM NUMBER: 09806880 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EASTBOURNE CAPITAL MANAGEMENT LLC/CA CENTRAL INDEX KEY: 0001140888 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 1101 FIFTH AVENUE STREET 2: SUITE 370 CITY: SAN RAFAEL STATE: CA ZIP: 94901 BUSINESS PHONE: 4154481200 MAIL ADDRESS: STREET 1: 1101 FIFTH AVENUE STREET 2: SUITE 370 CITY: SAN RAFAEL STATE: CA ZIP: 94901 DFAN14A 1 ddfan14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. __)

Filed by the Registrant ¨

Filed by a Party other than the Registrant x

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 Rule 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)

Eastbourne Capital Management, L.L.C.

Black Bear Fund I, L.P.

Black Bear Fund II, L.L.C.

Black Bear Offshore Master Fund, L.P.

Richard J. Barry

M. Kathleen Behrens

Charles M. Fleischman

Jay Sherwood

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.

(1)

Amount previously paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

AMYLIN PHARMACEUTICALS, INC.

2009 ANNUAL MEETING OF STOCKHOLDERS

May 27, 2009

PROXY SUPPLEMENT OF EASTBOURNE CAPITAL MANAGEMENT, L.L.C. BLACK BEAR FUND I, L.P. BLACK BEAR FUND II, L.L.C. BLACK BEAR OFFSHORE MASTER FUND, L.P.

RICHARD J. BARRY

M. KATHLEEN BEHRENS

CHARLES M. FLEISCHMAN

JAY SHERWOOD

This document supplements the definitive proxy statement filed with the Securities and Exchange Commission on May 4, 2009 (the “Proxy Statement”) by Eastbourne Capital Management, L.L.C. and its affiliated investment funds, Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., Black Bear Offshore Master Fund, L.P., Richard J. Barry, M. Kathleen Behrens, Charles M. Fleischman and Jay Sherwood relating to the 2009 annual meeting of stockholders of Amylin Pharmaceuticals, Inc., including any adjournments or postponements thereof and any meeting held in lieu thereof. Defined terms used in this document and not otherwise defined in this document have the meanings given to those terms in the Proxy Statement.

Eastbourne is providing the following additional information about one of our Nominees, M. Kathleen Behrens, that was inadvertently omitted from the Proxy Statement.

Dr. Behrens currently serves as a member of the board of directors of AVI BioPharma, Inc. (“AVI”), a leading RNA therapeutics company focused on the discovery and development of RNA–based drugs. Dr. Behrens was first appointed as a director of AVI on March 31, 2009. Dr. Behrens was nominated for appointment as an AVI director by Eastbourne Capital pursuant to an agreement between AVI and Eastbourne Capital in connection with Eastbourne’s participation in a financing by AVI in January 2009. Eastbourne is currently the beneficial owner of approximately 8.3% of the common stock of AVI.

Complete biographical information about our Nominees, as supplemented above, will be mailed to stockholders of Amylin in connection with our solicitation of proxies for use at the 2009 Annual Meeting and may be found on our website at http://viewourmaterial.com/eastbourne-amylin

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