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): July 31, 2012
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-28298 | 94-3154463 | ||
| (State of incorporation) | (Commission File No.) |
(IRS Employer Identification No.) |
249 East Grand Avenue
South San Francisco, California 94080
(Address of principal executive offices and zip code)
Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On July 31, 2012, Bayer HealthCare Pharmaceuticals Corporation, or Bayer, in its “Q2 2012 Analyst and Investor Briefing,” announced global net sales of Nexavar for the quarter ending June 30, 2012 of €195 million compared to €171 million in the same period in 2011. Bayer also reported Japan net sales of €29 million and €27 million for the quarters ended June 30, 2012 and 2011, respectively. Quarterly, Nexavar sales are translated into U.S. dollars based on an average exchange rate over the period. The approximate average exchange rates for the quarters ending June 30, 2012 and 2011 was $1.28 and $1.44 for €1, respectively. Under the Collaboration Agreement between Bayer and Onyx, the companies share profits from global net sales of Nexavar, except in Japan. Beginning January 1, 2012, Bayer receives all proceeds on global net sales of Nexavar in Japan. For periods prior to January 1, 2012, Onyx had received a single digit royalty on Nexavar net sales in Japan.
This information in this Item 2.02, 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 in this Item 2.02 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Onyx Pharmaceuticals, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURE
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.
| Date: July 31, 2012 | ONYX PHARMACEUTICALS, INC. | |||||
| By: | /s/ Matthew K. Fust | |||||
| Matthew K. Fust | ||||||
| Executive Vice President and Chief Financial Officer | ||||||