0001104659-09-024385.txt : 20090415 0001104659-09-024385.hdr.sgml : 20090415 20090415171059 ACCESSION NUMBER: 0001104659-09-024385 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090415 DATE AS OF CHANGE: 20090415 EFFECTIVENESS DATE: 20090415 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19700 FILM NUMBER: 09751852 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 DEFA14A 1 a09-10238_18k.htm DEFA14A

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

Date of Report (Date of earliest event reported): April 15, 2009

AMYLIN PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of
Incorporation)

0-19700

(Commission File Number)

33-0266089

(I.R.S. Employer Identification No.)

9360 Towne Centre Drive

San Diego, California 92121

(Address of principal executive offices and zip code)

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

Check the appropriate box below if the Form 8-K 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)

x 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 CRF 240.13e-4(c))

Item 8.01 Other Events.

On April 15, 2009, Amylin Pharmaceuticals, Inc. issued a media statement pertaining to Carl Icahn’s letter to Amylin’s Chairman on April 15, 2009. A copy of the media statement is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.

	Number	Description

	99.1	Media statement issued by Amylin on April 15, 2009.

SIGNATURES

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.

		AMYLIN PHARMACEUTICALS, INC.


Dated:	April 15, 2009	By:	/s/ Lloyd A. Rowland
			Lloyd A. Rowland
			Vice President, Governance and Compliance, and Secretary

EXHIBIT INDEX

Number		Description

99.1		Media statement issued by Amylin on April 15, 2009.

EX-99.1 2 a09-10238_1ex99d1.htm EX-99.1

Exhibit 99.1

In response to media inquiries regarding Mr. Icahn’s April 15, 2009 letter, the Company stated:

Amylin has a long-standing practice of maintaining an open dialogue with our shareholders. We have engaged in discussions with both Mr. Icahn and Eastbourne Capital Management, L.L.C. (“Eastbourne”), and welcome the opportunity to meet with them again, either separately or together. Eastbourne had previously indicated that it would only be willing to meet with Amylin if the Company agreed to substantial preconditions involving the composition of the Board. While we remain open to constructive discussions, we would prefer to do so without preconditions. We look forward to continuing our dialogue with all of our shareholders.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This Statement may be deemed to be solicitation material in respect of the matters to be considered at the 2009 annual meeting of shareholders. Amylin will be filing a proxy statement with the Securities and Exchange Commission (“SEC”). INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE BLUE PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and securityholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s web site, www.sec.gov or from Amylin Investor Relations at 9360 Towne Centre Drive, San Diego, California 92121.

PARTICIPANTS IN SOLICITATION

Amylin and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the matters to be considered at the 2009 annual meeting of shareholders. Information regarding the interests of Amylin’s directors and executive officers in the proxy contest will be included in Amylin’s definitive proxy statement.