UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
December 7, 2006 (December 6, 2006)
CYTOKINETICS, INCORPORATED
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-50633
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94-3291317 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
280 East Grand Avenue
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
650-624-3000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 8.01. OTHER EVENTS.
As previously reported on a Current
Report on Form 8-K filed by Cytokinetics, Incorporated (the
“Company”) with the Securities and
Exchange Commission (“SEC”) on December 7, 2006, on December 6, 2006, the Company entered into a
Placement Agent Agreement (the “Placement Agreement”), between the Company and Lazard Capital
Markets LLC, JMP Securities LLC and Rodman & Renshaw, LLC, as placement agents, relating to the
issuance and sale by the Company of 5,285,715 shares of common stock of the Company, par value
$0.001 per share, to the signatories to the Subscription Agreements (as defined below) at a price
of $7.00 per share.
In connection with the offering, the Company entered into subscription agreements, dated December
6, 2006 (the “Subscription Agreements”), between the Company and the investor signatories thereto.
The Company is making the issuance and sale pursuant to a shelf registration statement on Form S-3
(Registration No. 333-125786), declared effective by the SEC on July 14, 2005 (the “Original
Filing”), and the registration statement on Form S-3 (Registration No. 333-138306) filed with the
SEC in connection with the Original Filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, on October 30, 2006 (along with the Original Filing, collectively, the “Shelf
Registration Statement”).
A copy of the Placement Agreement and the form of Subscription Agreement are attached to this
Current Report on Form 8-K as Exhibit 1.1 and Exhibit 10.68, respectively.
On December 7, 2006,
the Company filed a Rule 424(b)(5) prospectus supplement (the “Prospectus”)
with the SEC in connection with the Shelf Registration Statement, containing the risk factors
attached to this Current Report on Form 8-K as Exhibit 99.1.
This
Current Report on Form 8-K is being filed for the purpose of incorporating the risk factors from the
Prospectus and the other exhibits listed below by reference into this report and into the
Registration Statement on Form S-3 declared effective by the SEC on December 2, 2005 (SEC File No.:
333-129786) and into the Shelf Registration Statement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The
following Exhibits are filed as part of this Current Report on Form
8-K:
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| Exhibit No. |
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Description |
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1.1
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Placement Agent Agreement, dated as of December 6, 2006, between the
Company and Lazard Capital Markets LLC, JMP Securities LLC and Rodman
& Renshaw, LLC, as placement agents. |
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
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10.68
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Form of Subscription Agreement, dated as of December 6, 2006, between
the Company and the investor signatories thereto. |
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99.1
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Information from Prospectus. |
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