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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2004
EXELIXIS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-30235 04-3257395
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
170 Harbor Way
P.O. Box 511
South San Francisco, California 94083
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(Address of principal executive offices, and including zip code)
(650) 837-7000
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(Registrant's telephone number, including area code)
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Item 9. Regulation FD Disclosure.
On June 30, 2004, Exelixis, Inc. issued a press release announcing that the
Company has implemented a restructuring and consolidation of its research and
discovery organizations. A copy of such press release is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.
The information in this report, including the exhibit hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The
information contained herein and in the accompanying exhibit shall not be
incorporated by reference into any filing with the U.S. Securities and Exchange
Commission made by Exelixis, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
The information furnished in this report, including the exhibit hereto, shall
not be deemed to constitute an admission that such information or exhibit is
required to be furnished by Regulation FD or that the information or exhibit in
this report contains material information that is not otherwise publicly
available.
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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, thereunto duly authorized.
Dated: June 30, 2004
Exelixis, Inc.
/s/ Christoph Pereira
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Christoph Pereira
Vice President, Legal Affairs and Secretary
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E X E L I X I S
For Immediate Release
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Contact:
Jane M. Green, Ph.D.
VP, Corporate Communications
Exelixis, Inc.
(650) 837-7579
jmgreen@exelixis.com
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EXELIXIS RESTRUCTURES TO FOCUS RESOURCES
ON EXPANDING CLINICAL PIPELINE
SOUTH SAN FRANCISCO, Calif. - June 30, 2004 - Exelixis, Inc. (Nasdaq: EXEL) has
implemented a restructuring and consolidation of its research and discovery
organizations designed to optimize its ability to generate multiple new,
high-quality investigational new drug applications (IND) per year and rapidly
advance these new drug candidates through clinical development. The company
anticipates realizing significant cost-savings and efficiencies through the
restructuring that will enhance the quality and growth of the company's maturing
franchise of proprietary anticancer compounds while at the same time ensure its
ability to fulfill obligations to corporate partners.
Most of the headcount reductions will be in the company's research organization.
The restructuring will result in a reduction in force of 62 positions or
approximately 11% of the company's personnel and is expected to result in cost
savings of at least $5 million in 2004 (excluding the restructuring charge) and
annual cost savings of at least $10 million in 2005 and beyond. The company
anticipates recording a restructuring charge of approximately $2 million during
the second quarter of 2004, comprised primarily of involuntary termination
benefits. The company will formally update its year 2004 expense and cash
guidance in connection with its second quarter 2004 financial results press
release.
"Exelixis has successfully evolved from a research-focused to a product-focused
company with a growing pipeline of what we believe are exciting anticancer
compounds that have significant therapeutic and commercial potential," said
George A. Scangos, Ph.D., president and chief executive officer. "Our early
investment in model systems genetics and comparative genomics has succeeded in
generating a rich portfolio of targets and biological insights sufficient to
fuel our discovery and development activities for the foreseeable future. We
believe that consolidating research and discovery into a single, integrated
organization will enable us to increase the quality, quantity and speed of our
proprietary programs. In this restructuring, we have been careful to provide
sufficient resources to fulfill our commitments to our current and potential new
corporate partners."
Continued Dr. Scangos: "As a result of this restructuring, many talented
employees will be leaving the company. We are deeply appreciative of their
contributions to Exelixis' progress, and are committed to support their career
transition activities."
A key aspect of the restructuring is the consolidation of the research and
discovery groups into a single, integrated and streamlined organization. This
organization will be led by Michael M. Morrissey, Ph.D., senior vice president,
discovery, reporting to Dr. Scangos. Gregory D. Plowman, M.D., Ph.D., former
senior vice president, research, will assume the role of chief science officer,
reporting to Dr. Scangos. The development organization, which is anticipated to
continue to increase in size, will remain under the leadership of Jeffrey R.
Latts, M.D., senior vice president and chief medical officer, reporting to Dr.
Scangos.
Exelixis, Inc. (Nasdaq: EXEL) is a leading genomics-based drug discovery company
dedicated to the discovery and development of novel therapeutics. The company is
leveraging its fully integrated gene-to-drug platform to fuel the growth of its
proprietary drug pipeline. Exelixis' development pipeline includes: XL119
(becatecarin), for which a Phase 3 clinical trial has been initiated in patients
with bile duct tumors; XL784, which has completed a Phase 1 clinical trial;
XL647, which is currently in a Phase 1 clinical trial; XL999 for which an IND
application has been filed; XL844, XL820 and XL880, anticancer compounds that
are potential IND candidates; and multiple compounds in preclinical development.
Exelixis has established broad corporate alliances with major pharmaceutical and
biotechnology companies, including GlaxoSmithKline (GSK) and Bristol-Myers
Squibb Company. Pursuant to a product development and commercialization
agreement between Exelixis and GSK, GSK has the option, after completion of
Phase 2a clinical trials, to elect to develop a certain number of the cancer
compounds in Exelixis' product pipeline, which may include the cancer compounds
identified in this press release (other than the company's cancer compound
XL119), thus potentially triggering milestone payments and royalties from GSK
and co-promotion rights by Exelixis. The company has also established
agricultural research collaborations with Bayer CropScience, Dow AgroSciences
and Renessen LLC. Other partners include Merck & Co., Inc., Schering-Plough
Research Institute, Inc., Cytokinetics, Inc., Elan Pharmaceuticals, Inc. and
Scios Inc. For more information, please visit the company's web site at
www.exelixis.com.
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This press release contains forward-looking statements, including without
limitation statements related to the therapeutic and commercial potential of
XL119, XL647, XL999, XL844, XL820, XL880 and other compounds in Exelixis
preclinical pipeline; our ability to accelerate the development of our clinical
pipeline, our future headcount, anticipated cost savings resulting from the
restructuring and the amount of the restructuring charge to be recorded in the
second quarter of 2004. Words such as "believes," "anticipates," "plans,"
"expects," "will" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are based upon
Exelixis' current expectations. Forward-looking statements involve risks and
uncertainties. Exelixis' actual results and the timing of events could differ
materially from those anticipated in such forward-looking statements as a result
of many factors, including Exelixis' ability to complete the restructuring on
the currently anticipated schedule and Exelixis' ability to successfully
identify and develop compounds against proprietary targets and advance compounds
against those targets into clinical development. These and other risk factors
are discussed under "Risk Factors" and elsewhere in Exelixis' Quarterly Report
on Form 10-Q for the quarter ended March 31, 2004, Annual Report on Form 10-K
for the year ended December 31, 2003 and other filings with the Securities and
Exchange Commission. Exelixis expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based.
Exelixis and the Exelixis logo are registered U.S. trademarks.
Spectrum Selective Kinase Inhibitor is a trademark of Exelixis, Inc.
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