-----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, G2bQkc4pKq2Ja4gyCDuxR9+rhqK8/F/sIkxzs/81Tbui2UituyPM9IcxiyUhgOKI yucQqpW2DQpY449/VwZBtQ== 0000903423-09-000381.txt : 20090424 0000903423-09-000381.hdr.sgml : 20090424 20090424160558 ACCESSION NUMBER: 0000903423-09-000381 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090424 DATE AS OF CHANGE: 20090424 EFFECTIVENESS DATE: 20090424 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: 09769912 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 eastbourne14a_0424.htm

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 o

Filed by a Party other than the Registrant x

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

x

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

Marina S. Bozilenko

Charles M. Fleischman

William A. Nuerge

Jay Sherwood

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

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:

o

Fee paid previously with preliminary materials:

o

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:

 

 

 

 


 

 

On April 24, 2009, Eastbourne Capital Management, L.L.C. issued a press release commenting on recent developments regarding Amylin Pharmaceuticals, Inc. A copy of the press release is filed herewith as Exhibit 1.

Important Additional Information

Security holders are advised to read the proxy statement, white proxy card and other documents related to the solicitation of proxies by 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, Marina S. Bozilenko, Charles M. Fleischman, William A. Nuerge and Jay Sherwood from the shareholders of Amylin Pharmaceuticals for use at the 2009 Annual Meeting of Shareholders of Amylin Pharmaceuticals when they are available because they will contain important information. Such materials will, along with other relevant documents, be available at no charge at the Securities and Exchange Commission’s website at http://www.sec.gov or by contacting Mackenzie Partners, Inc. by telephone collect at (212) 929-5500, toll-free at 1-800-322-2885 or by e-mail at amylinproxy@mackenziepartners.com. Information relating to the participants in such proxy solicitation is contained in Exhibit 1 to the Schedule 14A filed on February 2, 2009 and available free of charge at the Securities and Exchange Commission’s website at http://www.sec.gov.

 

 

 


 EX-1 2 eastbourne14a-ex1_0424.htm

 

 

 

EXHIBIT 1

 

EASTBOURNE CAPITAL COMMENTS ON RECENT DEVELOPMENTS REGARDING AMYLIN PHARMACEUTICALS

 

San Rafael, California – April 24, 2009 – Eastbourne Capital Management, L.L.C. (“Eastbourne”) today provided the following comment on recent developments in connection with its solicitation of proxies in support of the election of its five proposed nominees to the 12 member Board of Directors of Amylin Pharmaceuticals, Inc. (“Amylin”) (NASDAQ: AMLN) at the Company’s 2009 Annual Meeting of Shareholders:

 

Rick Barry, Eastbourne Founder and Portfolio Manager, commented, “We believe that Amylin’s current Board and management is mischaracterizing our reasons for pursuing significant change to Amylin’s leadership and we urge shareholders not to be distracted. We believe that the massive loss of shareholder value Amylin shareholders have suffered stems from the Company’s failure to maximize the commercial value of Amylin’s assets. The Board in place during this period should, in our view, bear responsibility for what has gone on at Amylin. It is our strong belief that the upcoming product launch of Exenatide Once-Weekly is Amylin’s best chance for commercial success. We have no confidence that the current Board as a group can provide the leadership to successfully deliver on the Company’s commercial capabilities at this critical juncture. We believe that two new director nominees selected by the incumbent Board, in the absence of further change to the Board, will not adequately address our concerns about the Board functioning.”

Added Barry, “We also note that in the absence of a waiver of the Company’s poison pill to allow Eastbourne and Mr. Icahn to discuss a unified minority slate of non-management director nominees, Mr. Icahn has filed amended proxy materials indicating his intention to solicit proxies in support of the election of three of his nominees and to seek authority to vote for two of the Eastbourne nominees. We believe Mr. Icahn’s decision advances the goal of electing a substantial number of shareholder selected directors drawn from both non-management slates, which would nevertheless represent only a minority of the Board if elected. Eastbourne is determined to present shareholders with the best opportunity to enact change to the Amylin Board and will make a final determination whether and to what extent to seek authority to vote for Mr. Icahn’s nominees in light of future developments, including further actions by the Company or by Mr. Icahn, views expressed by stockholders or by proxy advisory services in meetings we expect to have and taking into account developments in the pending Delaware lawsuit.”

 

Eastbourne currently owns approximately 12.5% of Amylin’s outstanding shares.

 

About Eastbourne Capital Management, L.L.C.

 

Eastbourne Capital Management is a West Coast-based registered investment advisor that employs an investment philosophy based on intensive research, a long-term outlook and a belief in working alongside portfolio companies to enhance shareholder value.

 

 

 

 


 

 

IMPORTANT ADDITIONAL INFORMATION

 

Security holders are advised to read the proxy statement, white proxy card and other documents related to the solicitation of proxies by 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, Marina S. Bozilenko, Charles M. Fleischman, William A. Nuerge and Jay Sherwood, from the shareholders of Amylin Pharmaceuticals for use at the 2009 Annual Meeting of Shareholders of Amylin Pharmaceuticals when they are available because they will contain important information. Such materials will, along with other relevant documents, be available at no charge at the Securities and Exchange Commission’s website at http://www.sec.gov or by contacting Mackenzie Partners, Inc. by telephone collect at (212) 929-5500, toll-free at 1-800-322-2885 or by e-mail at amylinproxy@mackenziepartners.com. Information relating to the participants in such proxy solicitation is contained in Exhibit 1 to the Schedule 14A filed on February 2, 2009 and available free of charge at the Securities and Exchange Commission’s website at http://www.sec.gov.

 

# # #

 

Contacts:

Media:

Shareholders:
Sard Verbinnen & Co. MacKenzie Partners, Inc.
Dan Gagnier, 212-687-8080 Larry Dennedy, 212-929-5500
Diane Henry, 415-618-8750 Charlie Koons, 212-929-5500
   
   
   
   
   

 

 

 

 

 

 

 

 

 

 

 

 

 

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