SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2011
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
249 East Grand Avenue
South San Francisco California, 94080
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (650) 266-0000
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):
TABLE OF CONTENTS
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
In April 2011, Onyx Pharmaceuticals, Inc., or Onyx, consolidated its facilities and moved to its new company headquarters at 249 East Grand Avenue, South San Francisco, California. As a result, on May 26, 2011, Onyx ceased the use of facilities it previously occupied at 2100 Powell Street, Emeryville, California under a sublease with Oracle USA Inc., dated August 5, 2004, as amended November 3, 2006, and a portion of its facilities at 333 Allerton Avenue, South San Francisco, California under a lease with Bayside Area Development, LLC dated June 26, 2007, as amended January 18, 2008. In connection with its exit from these facilities, Onyx expects to incur total charges of approximately $11.7 million, which includes $9.6 million in facility-related costs, primarily rent due under the remaining terms of the relevant sublease and lease, which run through 2013 and 2014 respectively; $0.6 million in other related exit costs and a $1.5 million write-off of remaining fixed assets. The estimated costs disclosed are based on a number of assumptions, and actual results could materially differ.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
At the 2011 annual meeting of stockholders of Onyx held on May 26, 2011, the stockholders approved an amendment to Onyxs Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares pursuant to a Certificate of Amendment of Amended and Restated Certificate of Incorporation, or Certificate of Amendment. On May 26, 2011, Onyx filed the Certificate of Amendment with the Secretary of State of the State of Delaware. Onyxs Board of Directors previously approved the Certificate of Amendment.
The description of the amendment to Onyxs Certificate of Incorporation above is qualified in its entirety by reference to the copy of the Certificate of Amendment attached hereto as Exhibit 3.5 and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 2011 annual meeting of stockholders of Onyx held on May 26, 2011, the stockholders approved the five proposals listed below. The proposals are described in detail in the Proxy Statement filed with the SEC on April 12, 2011. The results of the matters voted upon at the meeting were:
Based on the results of proposal 4, and consistent with the recommendation of Onyxs Board of Directors, Onyx has determined that it will hold a non-binding, advisory vote to approve the compensation of its named executive officers every year.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.