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)
January 20,
2006 (January 18, 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 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 18, 2006, Cytokinetics, Incorporated (the “Company”) and General Electric Capital
Corporation (“GE”) signed an extension to the line of credit that was subject to the Master
Security Agreement between the Company and GE, dated as of February 2, 2001, as amended on March
24, 2005 (the “MSA”).
Under the MSA, funds borrowed by the Company from GE, and other obligations of the Company to GE,
are secured by property and equipment of the Company purchased by such borrowed funds and other
collateral agreed to by the Company.
GE is extending the funding period for the January 2004 $4.5 million line of credit between the
Company and GE to December 31, 2006, which would allow the Company to make additional draws on
amounts available under such line of credit until such date. A copy of the Loan Proposal is
attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 10.61, and is
incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
As reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on November 2, 2005, on October 28, 2005, the Company entered into a Common
Stock Purchase Agreement and Registration Rights Agreement with Kingsbridge Capital Limited
(“Kingsbridge”), and issued a warrant to Kingsbridge in connection with the Company’s entry into
such agreements. Copies of the Common Stock Purchase Agreement, Registration Rights Agreement and
warrant are attached to this Current Report as Exhibit 10.57, Exhibit 4.15 and Exhibit 4.16,
respectively.
On January 20, 2006, the Company filed a Rule 424(b)(2) prospectus supplement (the “Prospectus”)
with the SEC in connection with its shelf Registration Statement on
Form S-3 (File No.: 333-125786), containing the risk factors attached to this Current Report as
exhibit 99.1.
This Current Report 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, into the
Registration Statements on Form S-3 declared effective by the SEC on July 14, 2005 (SEC File No.:
333-125786) and December 2, 2005 (SEC File No.: 333-129786) and
into other registration statements and reports that the Company files
with the SEC.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following Exhibits are filed as part of this Current Report:
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| Exhibit No. |
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Description |
| 4.15
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Warrant for the purchase of shares of common stock, dated October 28, 2005, issued
by the Registrant to Kingsbridge Capital Limited. |
| 4.16
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Registration Rights Agreement, dated October 28, 2005, by and between the Registrant
and Kingsbridge Capital Limited. |
| 10.57
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Common Stock Purchase Agreement, dated as of October 28, 2005, by and between the
Registrant and Kingsbridge Capital Limited. |
| 10.61
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GE Loan Proposal, dated as of January 18, 2006, by and between the Registrant and GE. |
| 99.1
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Information from Prospectus. |
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